Common use of Company Counsel Legal Opinions Clause in Contracts

Company Counsel Legal Opinions. Upon execution of this Agreement and within three (3) Trading Days of each Representation Date, the Company shall cause to be furnished to the Sales Agent, dated as of such date and addressed to the Sales Agent, in form and substance satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent with a letter to the effect that the Sales Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentManager written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx LLP (collectively, dated as of such date and addressed “Company Counsel”), or other counsel satisfactory to the Sales AgentManager, in form and substance reasonably satisfactory to the Sales AgentManager and its counsel, acting reasonablydated the date that the opinion is required to be delivered, substantially similar to the written opinion forms attached hereto as Exhibit E-1, Exhibit E-2 and (with respect to U.S. counsel only) a negative assurance letterExhibit E-3, of (i) Xxxxxxx Xxxxx LLPmodified, Canadian counsel for the Companyas necessary, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent Manager with a letter (a “Reliance Letter”) to the effect that the Sales Agent Manager may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreementcounsel may rely, as applicableto matters of fact (but not as to legal conclusions), or to the Sales Agent sells any Sharesextent they deem proper, the Company shall provide the Sales Agent with each on certificates of responsible officers of the documents set out Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in this Section 3(q) dated rendering such opinion, may rely on and assume the date accuracy of the Agency Transaction Noticean opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Upon execution On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to B. Xxxxx as principal on a Settlement Date and within three (3) Trading Days of after each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to B. Xxxxx the Sales Agent, dated as favorable opinions of such date and addressed to the Sales AgentMxxxxxxx & Fxxxxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to B. Xxxxx and its counsel, dated the Sales Agentdate that the opinions are required to be delivered, acting reasonablysubstantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, the written opinion and (with respect to U.S. counsel only) a negative assurance lettermodified, of (i) Xxxxxxx Xxxxx LLPas necessary, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent with to B. Xxxxx a letter (a “Reliance Letter”) to the effect that the Sales Agent B. Xxxxx may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxxxx Xxxxx written opinions of DLA Piper LLP (US) and Xxxxx & Xxxxxxx, dated as of such date and addressed L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to the Sales AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLPand its counsel, Canadian counsel for dated the Companydate that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and (ii) XxxxExhibit D-2, Weissmodified, Rifkindas necessary, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Sales Agent may Xxxxxxx Xxxxx xxx rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution Subject to Section 7(o) above, (i) on the date of this Agreement and (ii) within three two (32) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E (for which there is no waiver in effect), the Company shall cause to be furnished to the Sales AgentAgents written opinions of Hxxxx Lovells US LLP (“Company Counsel”), dated as of such date and addressed or other counsel satisfactory to the Sales AgentAgents, in form and substance reasonably satisfactory to the Sales Agent, acting reasonably, the written opinion Agents and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the CompanyAgents, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and (ii) XxxxExhibit D-2, Weissmodified, Rifkindas necessary, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent Agents with a letter (a “Reliance Letter”) to the effect that the Sales Agent Agents may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the next occurring Representation DateStates of Delaware, Maryland and New York; provided(ii) in respect of matters of fact, howeverrely upon certificates of officers of the Company or its subsidiaries, provided that such waiver counsel shall not apply for any Representation Date on which state that it believes that both the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on Agents and it are justified in relying upon such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Noticecertificates.

Company Counsel Legal Opinions. Upon execution On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxxxx Xxxxx written opinions of DLA Piper LLP (US) and Xxxxx & Xxxxxxx, dated as of such date and addressed L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to the Sales AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLPand its counsel, Canadian counsel for dated the Companydate that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and (ii) XxxxExhibit D-2, Weissmodified, Rifkindas necessary, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Sales Agent Xxxxxxx Xxxxx may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution Subject to Section 7(o) above, (i) on the date of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentKeyBanc written opinions of Xxxxx Lovells US LLP (“Company Counsel”), dated as of such date and addressed or other counsel satisfactory to the Sales AgentKeyBanc, in form and substance reasonably satisfactory to KeyBanc and its counsel, dated the Sales Agentdate that the opinion is required to be delivered, acting reasonablysubstantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, the written opinion and (with respect to U.S. counsel only) a negative assurance lettermodified, of (i) Xxxxxxx Xxxxx LLPas necessary, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent KeyBanc with a letter (a “Reliance Letter”) to the effect that the Sales Agent KeyBanc may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the next occurring Representation DateStates of Delaware, Maryland and New York; provided(ii) in respect of matters of fact, howeverrely upon certificates of officers of the Company or its subsidiaries, provided that such waiver counsel shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on state that it believes that both KeyBanc and it are justified in relying upon such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Noticecertificates.

Company Counsel Legal Opinions. Upon execution Subject to Section 7(o) above, (i) on or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxxxx Xxxxx written opinions of Xxxxx & Xxxxxxx LLP (“Company Counsel”), dated as of such date and addressed or other counsel satisfactory to the Sales AgentXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLPand its counsel, Canadian counsel for dated the Companydate that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and (ii) XxxxExhibit D-2, Weissmodified, Rifkindas necessary, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Sales Agent may Xxxxxxx Xxxxx xxx rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the next occurring Representation DateStates of Delaware, Maryland and New York; provided(ii) in respect of matters of fact, howeverrely upon certificates of officers of the Company or its subsidiaries, provided that such waiver counsel shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on state that it believes that both Xxxxxxx Xxxxx and it are justified in relying upon such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Noticecertificates.

Company Counsel Legal Opinions. Upon execution Subject to Section 7(o) above, (i) on the date of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxxxx written opinions of Xxxxx Lovells US LLP (“Company Counsel”), dated as of such date and addressed or other counsel satisfactory to the Sales AgentXxxxxxx, in form and substance reasonably satisfactory to Xxxxxxx and its counsel, dated the Sales Agentdate that the opinion is required to be delivered, acting reasonablysubstantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, the written opinion and (with respect to U.S. counsel only) a negative assurance lettermodified, of (i) Xxxxxxx Xxxxx LLPas necessary, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent xxxxxxx Xxxxxxx with a letter (a “Reliance Letter”) to the effect that the Sales Agent Xxxxxxx may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the next occurring Representation DateStates of Delaware, Maryland and New York; provided(ii) in respect of matters of fact, howeverrely upon certificates of officers of the Company or its subsidiaries, provided that such waiver counsel shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on state that it believes that both Xxxxxxx and it are justified in relying upon such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Noticecertificates.

Company Counsel Legal Opinions. Upon execution Subject to Section 7(o) above, (i) on the date of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxxxx Xxxxx written opinions of Xxxxx Lovells US LLP (“Company Counsel”), dated as of such date and addressed or other counsel satisfactory to the Sales AgentXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLPand its counsel, Canadian counsel for dated the Companydate that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and (ii) XxxxExhibit D-2, Weissmodified, Rifkindas necessary, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Sales Agent may Xxxxxxx Xxxxx xxx rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the next occurring Representation DateStates of Delaware, Maryland and New York; provided(ii) in respect of matters of fact, howeverrely upon certificates of officers of the Company or its subsidiaries, provided that such waiver counsel shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on state that it believes that both Xxxxxxx Xxxxx and it are justified in relying upon such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Noticecertificates.

Company Counsel Legal Opinions. Upon execution Subject to Section 7(o) above, (i) on the date of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E (for which there is no waiver in effect), the Company shall cause to be furnished to the Sales AgentJPMorgan written opinions of Xxxxx Lovells US LLP (“Company Counsel”), dated as of such date and addressed or other counsel satisfactory to the Sales AgentJPMorgan, in form and substance reasonably satisfactory to JPMorgan and its counsel, dated the Sales Agentdate that the opinion is required to be delivered, acting reasonablysubstantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, the written opinion and (with respect to U.S. counsel only) a negative assurance lettermodified, of (i) Xxxxxxx Xxxxx LLPas necessary, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent JPMorgan with a letter (a “Reliance Letter”) to the effect that the Sales Agent JPMorgan may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the next occurring Representation DateStates of Delaware, Maryland and New York; provided(ii) in respect of matters of fact, howeverrely upon certificates of officers of the Company or its subsidiaries, provided that such waiver counsel shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on state that it believes that both JPMorgan and it are justified in relying upon such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Noticecertificates.

Company Counsel Legal Opinions. Upon execution On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxxxx Xxxxx written opinions of Hunton & Xxxxxxxx LLP and Xxxxx & Vidovic, dated as of such date and addressed L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to the Sales AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLPand its counsel, Canadian counsel for dated the Companydate that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1, Exhibit D-2 and (ii) XxxxExhibit D-3, Weissmodified, Rifkindas necessary, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Sales Agent may Xxxxxxx Xxxxx xxx rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver certificates substantially in the forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxxxx Xxxxx written opinions of Hunton & Xxxxxxxx LLP and Xxxxxxx LLP (collectively, dated as of such date and addressed “Company Counsel”), or other counsel satisfactory to the Sales AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLPand its counsel, Canadian counsel for dated the Companydate that the opinion is required to be delivered, and (ii) Xxxx, Weiss, Rifkindsubstantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx & Xxxxxxxx LLPX-0, U.S. counsel for the CompanyXxxxxxx X-0 and Exhibit D-4, in either casemodified, modified as necessary necessary, to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent xxxxxxx Xxxxxxx Xxxxx with a letter to the effect that the Sales Agent may Xxxxxxx Xxxxx xxx rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxx Fargo written opinions of DLA Piper LLP (US) and Xxxxx & Xxxxxxx, dated as of such date and addressed L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to the Sales AgentXxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the Sales Agentdate that the opinion is required to be delivered, acting reasonablysubstantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, the written opinion and (with respect to U.S. counsel only) a negative assurance lettermodified, of (i) Xxxxxxx Xxxxx LLPas necessary, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that the Sales Agent Xxxxx Fargo may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution Subject to Section 7(o) above, (i) on the date of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxx written opinions of Xxxxx Lovells US LLP (“Company Counsel”), dated as of such date and addressed or other counsel satisfactory to the Sales AgentXxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the Sales Agentdate that the opinion is required to be delivered, acting reasonablysubstantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, the written opinion and (with respect to U.S. counsel only) a negative assurance lettermodified, of (i) Xxxxxxx Xxxxx LLPas necessary, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that the Sales Agent Xxxxx may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the next occurring Representation DateStates of Delaware, Maryland and New York; provided(ii) in respect of matters of fact, howeverrely upon certificates of officers of the Company or its subsidiaries, provided that such waiver counsel shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on state that it believes that both Xxxxx and it are justified in relying upon such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Noticecertificates.

Company Counsel Legal Opinions. Upon execution Subject to Section 7(o) above, (i) on the date of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E (for which there is no waiver in effect), the Company shall cause to be furnished to the Sales AgentXxxxxxx Xxxxx written opinions of Xxxxx Lovells US LLP (“Company Counsel”), dated as of such date and addressed or other counsel satisfactory to the Sales AgentXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLPand its counsel, Canadian counsel for dated the Companydate that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and (ii) XxxxExhibit D-2, Weissmodified, Rifkindas necessary, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Sales Agent may Xxxxxxx Xxxxx xxx rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the next occurring Representation DateStates of Delaware, Maryland and New York; provided(ii) in respect of matters of fact, howeverrely upon certificates of officers of the Company or its subsidiaries, provided that such waiver counsel shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on state that it believes that both Xxxxxxx Xxxxx and it are justified in relying upon such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Noticecertificates.

Company Counsel Legal Opinions. Upon execution (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxx Fargo Securities written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx LLP (collectively, dated as of such date and addressed “Company Counsel”), or other counsel satisfactory to the Sales AgentXxxxx Fargo Securities, in form and substance reasonably satisfactory to Xxxxx Fargo Securities and its counsel, dated the Sales Agentdate that the opinion is required to be delivered, acting reasonablysubstantially similar to the forms attached hereto as Exhibit E-1, the written opinion Exhibit E-2 and (with respect to U.S. counsel only) a negative assurance letterExhibit E-3, of (i) Xxxxxxx Xxxxx LLPmodified, Canadian counsel for the Companyas necessary, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent Xxxxx Fargo Securities with a letter (a “Reliance Letter”) to the effect that the Sales Agent Xxxxx Fargo Securities may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreementcounsel may rely, as applicableto matters of fact (but not as to legal conclusions), or to the Sales Agent sells any Sharesextent they deem proper, the Company shall provide the Sales Agent with each on certificates of responsible officers of the documents set out Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in this Section 3(q) dated rendering such opinion, may rely on and assume the date accuracy of the Agency Transaction Noticean opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Upon execution On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver certificates substantially in the forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxx Fargo written opinions of Hunton & Xxxxxxxx LLP and Xxxxxxx LLP (collectively, dated as of such date and addressed “Company Counsel”), or other counsel satisfactory to the Sales AgentXxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the Sales Agentdate that the opinion is required to be delivered, acting reasonably, substantially similar to the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkindforms attached hereto as Exhibit X-0, Xxxxxxx & Xxxxxxxx LLPX-0, U.S. counsel for the CompanyXxxxxxx X-0 and Exhibit D-4, in either casemodified, modified as necessary necessary, to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that the Sales Agent Xxxxx Fargo may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxxxx Xxxxx written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx LLP (collectively, dated as of such date and addressed “Company Counsel”), or other counsel satisfactory to the Sales AgentXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLPand its counsel, Canadian counsel for dated the Companydate that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 and (ii) XxxxExhibit E-3, Weissmodified, Rifkindas necessary, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Sales Agent may Xxxxxxx Xxxxx xxx rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreementcounsel may rely, as applicableto matters of fact (but not as to legal conclusions), or to the Sales Agent sells any Sharesextent they deem proper, the Company shall provide the Sales Agent with each on certificates of responsible officers of the documents set out Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in this Section 3(q) dated rendering such opinion, may rely on and assume the date accuracy of the Agency Transaction Noticean opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Upon execution On the date of this Agreement Agreement, each time Securities are delivered to KeyBanc as principal on a Settlement Date, promptly and within in no event later than three (3) Trading Days of after each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless KeyBanc agrees otherwise, the Company shall cause to be furnished to the Sales AgentKeyBanc written opinions of Skadden, dated as of such date and addressed to the Sales AgentArps, in form and substance satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxx, Weiss, RifkindSlate, Xxxxxxx & Xxxxxxxx LLPXxxx LLP and DLA Piper LLP (US) (collectively, U.S. “Company Counsel”), or other counsel for satisfactory to KeyBanc, dated the Companydate that the opinion is required to be delivered, in either casesubstantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified respectively, modified, as necessary necessary, to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent KeyBanc with a letter (a “Reliance Letter”) to the effect that the Sales Agent KeyBanc may rely on such last a prior opinion delivered under this Section 7(o) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver certificates substantially in the forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxx Fargo written opinions of Hunton & Xxxxxxxx LLP and Xxxxxxx LLP (collectively, dated as of such date and addressed “Company Counsel”), or other counsel satisfactory to the Sales AgentXxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the Sales Agentdate that the opinion is required to be delivered, acting reasonably, substantially similar to the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkindforms attached hereto as Exhibit X-0, Xxxxxxx & Xxxxxxxx LLPX-0, U.S. counsel for the CompanyXxxxxxx X-0 and Exhibit D-4, in either casemodified, modified as necessary necessary, to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent Xxxxx Fargo with a letter to the effect that the Sales Agent Xxxxx Fargo may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution Subject to Section 7(o) above, (i) on the date of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E (for which there is no waiver in effect), the Company shall cause to be furnished to the Sales AgentCitigroup written opinions of Xxxxx Lovells US LLP (“Company Counsel”), dated as of such date and addressed or other counsel satisfactory to the Sales AgentCitigroup, in form and substance reasonably satisfactory to Citigroup and its counsel, dated the Sales Agentdate that the opinion is required to be delivered, acting reasonablysubstantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, the written opinion and (with respect to U.S. counsel only) a negative assurance lettermodified, of (i) Xxxxxxx Xxxxx LLPas necessary, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent Citigroup with a letter (a “Reliance Letter”) to the effect that the Sales Agent Citigroup may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the next occurring Representation DateStates of Delaware, Maryland and New York; provided(ii) in respect of matters of fact, howeverrely upon certificates of officers of the Company or its subsidiaries, provided that such waiver counsel shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on state that it believes that both Citigroup and it are justified in relying upon such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Noticecertificates.

Company Counsel Legal Opinions. Upon execution Subject to Section 7(o) above, (i) on the date of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E (for which there is no waiver in effect), the Company shall cause to be furnished to the Sales AgentXxxxx written opinions of Xxxxx Lovells US LLP (“Company Counsel”), dated as of such date and addressed or other counsel satisfactory to the Sales AgentXxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the Sales Agentdate that the opinion is required to be delivered, acting reasonablysubstantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, the written opinion and (with respect to U.S. counsel only) a negative assurance lettermodified, of (i) Xxxxxxx Xxxxx LLPas necessary, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that the Sales Agent Xxxxx may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the next occurring Representation DateStates of Delaware, Maryland and New York; provided(ii) in respect of matters of fact, howeverrely upon certificates of officers of the Company or its subsidiaries, provided that such waiver counsel shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on state that it believes that both Xxxxx and it are justified in relying upon such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Noticecertificates.

Company Counsel Legal Opinions. Upon execution Subject to Section 7(o) above, (i) on the date of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E (for which there is no waiver in effect), the Company shall cause to be furnished to the Sales AgentKeyBanc written opinions of Xxxxx Lovells US LLP (“Company Counsel”), dated as of such date and addressed or other counsel satisfactory to the Sales AgentKeyBanc, in form and substance reasonably satisfactory to KeyBanc and its counsel, dated the Sales Agentdate that the opinion is required to be delivered, acting reasonablysubstantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, the written opinion and (with respect to U.S. counsel only) a negative assurance lettermodified, of (i) Xxxxxxx Xxxxx LLPas necessary, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent KeyBanc with a letter (a “Reliance Letter”) to the effect that the Sales Agent KeyBanc may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the next occurring Representation DateStates of Delaware, Maryland and New York; provided(ii) in respect of matters of fact, howeverrely upon certificates of officers of the Company or its subsidiaries, provided that such waiver counsel shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on state that it believes that both KeyBanc and it are justified in relying upon such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Noticecertificates.

Company Counsel Legal Opinions. Upon execution On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate substantially in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxxxx Xxxxx written opinions of Hunton & Xxxxxxxx LLP and Xxxxxxx LLP (collectively, dated as of such date and addressed “Company Counsel”), or other counsel satisfactory to the Sales AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLPand its counsel, Canadian counsel for dated the Companydate that the opinion is required to be delivered, and (ii) Xxxx, Weiss, Rifkindsubstantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx & Xxxxxxxx LLPX-0, U.S. counsel for the CompanyXxxxxxx X-0 and Exhibit D-4, in either casemodified, modified as necessary necessary, to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Sales Agent Xxxxxxx Xxxxx may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentUBS Securities written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx LLP (collectively, dated as of such date and addressed “Company Counsel”), or other counsel satisfactory to the Sales AgentUBS Securities, in form and substance reasonably satisfactory to UBS Securities and its counsel, dated the Sales Agentdate that the opinion is required to be delivered, acting reasonablysubstantially similar to the forms attached hereto as Exhibit E-1, the written opinion Exhibit E-2 and (with respect to U.S. counsel only) a negative assurance letterExhibit E-3, of (i) Xxxxxxx Xxxxx LLPmodified, Canadian counsel for the Companyas necessary, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent UBS Securities with a letter (a “Reliance Letter”) to the effect that the Sales Agent UBS Securities may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreementcounsel may rely, as applicableto matters of fact (but not as to legal conclusions), or to the Sales Agent sells any Sharesextent they deem proper, the Company shall provide the Sales Agent with each on certificates of responsible officers of the documents set out Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in this Section 3(q) dated rendering such opinion, may rely on and assume the date accuracy of the Agency Transaction Noticean opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Upon execution On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate substantially in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxx Fargo written opinions of Hunton & Xxxxxxxx LLP and Xxxxxxx LLP (collectively, dated as of such date and addressed “Company Counsel”), or other counsel satisfactory to the Sales AgentXxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the Sales Agentdate that the opinion is required to be delivered, acting reasonably, substantially similar to the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkindforms attached hereto as Exhibit X-0, Xxxxxxx & Xxxxxxxx LLPX-0, U.S. counsel for the CompanyXxxxxxx X-0 and Exhibit D-4, in either casemodified, modified as necessary necessary, to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that the Sales Agent Xxxxx Fargo may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution Subject to Section 7(o) above, (i) on the date of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E (for which there is no waiver in effect), the Company shall cause to be furnished to the Sales AgentXxxxxxx written opinions of Xxxxx Lovells US LLP (“Company Counsel”), dated as of such date and addressed or other counsel satisfactory to the Sales AgentXxxxxxx, in form and substance reasonably satisfactory to Xxxxxxx and its counsel, dated the Sales Agentdate that the opinion is required to be delivered, acting reasonablysubstantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, the written opinion and (with respect to U.S. counsel only) a negative assurance lettermodified, of (i) Xxxxxxx Xxxxx LLPas necessary, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent xxxxxxx Xxxxxxx with a letter (a “Reliance Letter”) to the effect that the Sales Agent Xxxxxxx may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the next occurring Representation DateStates of Delaware, Maryland and New York; provided(ii) in respect of matters of fact, howeverrely upon certificates of officers of the Company or its subsidiaries, provided that such waiver counsel shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on state that it believes that both Xxxxxxx and it are justified in relying upon such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Noticecertificates.

Company Counsel Legal Opinions. Upon execution On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver certificates substantially in the forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxxxx Xxxxx written opinions of Hunton & Xxxxxxxx LLP and Xxxxxxx LLP (collectively, dated as of such date and addressed “Company Counsel”), or other counsel satisfactory to the Sales AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLPand its counsel, Canadian counsel for dated the Companydate that the opinion is required to be delivered, and (ii) Xxxx, Weiss, Rifkindsubstantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx & Xxxxxxxx LLPX-0, U.S. counsel for the CompanyXxxxxxx X-0 and Exhibit D-4, in either casemodified, modified as necessary necessary, to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Sales Agent Xxxxxxx Xxxxx may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution On or prior to the date that the first Placement Securities are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate under Section 7(q) for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentAgents, dated as of such date and addressed to the Sales AgentAgents, in form and substance reasonably satisfactory to the Sales Agent, acting reasonablyAgents, the written opinion and (with respect to U.S. counsel only) a negative assurance letteropinions of Jaffe, of (i) Xxxxxxx Xxxxx LLPRaitt, Canadian Heuer & Xxxxx, P.C., counsel for the Company, Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, a Professional Corporation, the Company’s special Maryland counsel, and (ii) XxxxXxxx Xxxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company’s special New York counsel, substantially similar to the forms set forth in either caseExhibit A, Exhibit B and Exhibit C hereto, respectively, but modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as amended or and supplemented at to the date time of delivery of such opinions. In lieu of delivering such an opinion (with such opinions and negative assurance letter delivered on a Representation Date being for dates subsequent to the commencement of the same tenor as offering of the opinions and negative assurance letter delivered upon execution of Placement Securities under this Agreement), or, in lieu of Agreement each such opinions, counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent Agents with a letter (a “Reliance Letter”) to the effect that the Sales Agent Agents may rely on such last opinion the prior opinions delivered under this Section 7(r) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last opinion prior opinions shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery as of such letter authorizing reliancesubsequent date). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver certificates substantially in the forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxxxx Xxxxx written opinions of Hunton & Xxxxxxxx LLP and Xxxxxxx LLP (collectively, dated as of such date and addressed “Company Counsel”), or other counsel satisfactory to the Sales AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLPand its counsel, Canadian counsel for dated the Companydate that the opinion is required to be delivered, and (ii) Xxxx, Weiss, Rifkindsubstantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx & Xxxxxxxx LLPX-0, U.S. counsel for the CompanyXxxxxxx X-0 and Exhibit D-4, in either casemodified, modified as necessary necessary, to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent xxxxxxx Xxxxxxx Xxxxx with a letter to the effect that the Sales Agent Xxxxxxx Xxxxx may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver certificates substantially in the forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxxxx Xxxxx written opinions of Hunton & Xxxxxxxx LLP and Xxxxxxx LLP (collectively, dated as of such date and addressed “Company Counsel”), or other counsel satisfactory to the Sales AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLPand its counsel, Canadian counsel for dated the Companydate that the opinion is required to be delivered, and (ii) Xxxx, Weiss, Rifkindsubstantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx & Xxxxxxxx LLPX-0, U.S. counsel for the CompanyXxxxxxx X-0 and Exhibit D-4, in either casemodified, modified as necessary necessary, to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Sales Agent may Xxxxxxx Xxxxx xxx rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate substantially in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentXxxxxxx Xxxxx written opinions of Hunton & Xxxxxxxx LLP and Xxxxxxx LLP (collectively, dated as of such date and addressed “Company Counsel”), or other counsel satisfactory to the Sales AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLPand its counsel, Canadian counsel for dated the Companydate that the opinion is required to be delivered, and (ii) Xxxx, Weiss, Rifkindsubstantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx & Xxxxxxxx LLPX-0, U.S. counsel for the CompanyXxxxxxx X-0 and Exhibit D-4, in either casemodified, modified as necessary necessary, to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Sales Agent may Xxxxxxx Xxxxx xxx rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution Subject to Section 7(o) above, (i) on the date of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentCitigroup written opinions of Xxxxx Lovells US LLP (“Company Counsel”), dated as of such date and addressed or other counsel satisfactory to the Sales AgentCitigroup, in form and substance reasonably satisfactory to Citigroup and its counsel, dated the Sales Agentdate that the opinion is required to be delivered, acting reasonablysubstantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, the written opinion and (with respect to U.S. counsel only) a negative assurance lettermodified, of (i) Xxxxxxx Xxxxx LLPas necessary, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent Citigroup with a letter (a “Reliance Letter”) to the effect that the Sales Agent Citigroup may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the next occurring Representation DateStates of Delaware, Maryland and New York; provided(ii) in respect of matters of fact, howeverrely upon certificates of officers of the Company or its subsidiaries, provided that such waiver counsel shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on state that it believes that both Citigroup and it are justified in relying upon such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Noticecertificates.

Company Counsel Legal Opinions. Upon execution On the date of this Agreement Agreement, each time Securities are delivered to MLV as principal on a Settlement Date, promptly and within in no event later than three (3) Trading Days of after each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless MLV agrees otherwise, the Company shall cause to be furnished to the Sales AgentMLV written opinions of Skadden, dated as of such date and addressed to the Sales AgentArps, in form and substance satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxx, Weiss, RifkindSlate, Xxxxxxx & Xxxxxxxx LLPXxxx LLP and DLA Piper LLP (US) (collectively, U.S. “Company Counsel”), or other counsel for satisfactory to MLV, dated the Companydate that the opinion is required to be delivered, in either casesubstantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified respectively, modified, as necessary necessary, to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent MLV with a letter (a “Reliance Letter”) to the effect that the Sales Agent MLV may rely on such last a prior opinion delivered under this Section 7(o) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.