Common use of Legal Opinion Clause in Contracts

Legal Opinion. On the date of this Agreement, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(r) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, within three the Company shall cause to be furnished to the Agent and the Forward Purchaser (3i) a written opinion of Xxxxx & XxXxxxxx LLP (“Company Counsel”) as to corporate and securities matters dated as of the date of such Placement Notice, (ii) a written opinion of Company Counsel as to tax matters dated as of the date of such Placement Notice, (iii) a negative assurance letter from Company Counsel dated as of the date of such Placement Notice, and (iv) a written opinion of Xxxxxxx LLP (“Venable”) as to Maryland corporate matters dated as of the date of such Placement Notice, in each case, in the forms attached hereto as Exhibits 7(m), 7(m)(ii), 7(m)(iii) and 7(m)(iv). Within five (5) Trading Days after of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated Forward Purchaser the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished written opinion of Venable in substantially the foregoing forms and in substance reasonably satisfactory to the Agent pursuant to this Section 7(r) on subsequent Representation Datesand the Forward Purchaser; provided, however, that in lieu of such opinion or negative assurance letter, Company Counsel or Venable last furnishing such applicable opinion or negative assurance letter to the Agent and Maryland Counsel the Forward Purchaser may furnish to the Agent with and the Forward Purchaser a letter (a “Reliance Letter”) substantially to the effect that the Agent and the Forward Purchaser may rely on a such prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. On the date of this Agreement, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 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(q7(m) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a written tax opinion and a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r7(n) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, within three the Company shall cause to be furnished to the Agent (3i) a written opinion of Xxxxx & XxXxxxxx LLP (“Company Counsel”) as to corporate and securities matters dated as of the date of such Placement Notice, (ii) a written opinion of Company Counsel as to tax matters dated as of the date of such Placement Notice, (iii) a negative assurance letter from Company Counsel dated as of the date of such Placement Notice, and (iv) a written opinion of Xxxxxxx LLP (“Venable”) as to Maryland corporate matters dated as of the date of such Placement Notice, in each case, in form and substance reasonably satisfactory to the Agent. Within five Trading Days after of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a the written opinion, a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland written opinion of Venable in substantially the foregoing forms; provided, however, that in lieu of such opinion or negative assurance letter, Company Counsel required to be furnished or Venable last furnishing such applicable opinion or negative assurance letter to the Agent pursuant to this Section 7(r) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish to the Agent with a letter (a “Reliance Letter”) substantially to the effect that the Agent may rely on a such prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to Cowen a written opinion of Xxxxxx LLP, or other counsel satisfactory to Xxxxx (“Company Counsel”), in form and substance reasonably satisfactory to Cowen and its counsel, dated the date of this Agreement, that the opinion is required to be delivered and (ii) on or prior to the First Delivery Date and within three (3) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, Cowen a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), in form and substance reasonably satisfactory to Cowen and its counsel, dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to that the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered; provided, substantially similar to the form attached hereto as Exhibit Fhowever, that in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the such opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent Cowen with a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Bring-Down Date). With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause to be furnished to Cowen on the Principal Settlement Date a written opinion of Company Counsel, or other counsel satisfactory to Cowen, in form and substance satisfactory to Cowen and its counsel, dated the Principal Settlement Date.

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, within three the Company shall cause to be furnished to the Agent (3i) a written opinion of Kaplan, Voekler, Cxxxxxxxxx & Fxxxx, PLC, (“Company Counsel”) as to corporate and securities matters, including negative assurance, dated as of the date such opinion is delivered, (ii) a written opinion of Vxxxxx & Exxxxx LLP (“Company Tax Counsel”) as to tax matters dated as of the date such opinion is delivered, and (iii) a written opinion of Vxxxxxx LLP (“Maryland Company Counsel”) as to Maryland corporate matters dated as of the date such opinion is delivered, in each case, in form and substance reasonably satisfactory to the Agent. Within five Trading Days after of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLPCompany Counsel, special the written opinion of Company Tax Counsel and written opinion of Maryland counsel for Company Counsel in substantially the Company (“Maryland Counsel”)foregoing forms; provided, dated the date such opinion is required to be deliveredhowever, substantially similar to the form attached hereto as Exhibit F, that in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of such opinion, Company Counsel and or Maryland Company Counsel required to be furnished last furnishing such applicable opinion to the Agent pursuant to this Section 7(r) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish to the Agent with a letter (a “Reliance Letter”) substantially to the effect that the Agent may rely on a such prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to Cowen a written opinion and negative assurance letter of Cxxxxx LLP, or other counsel reasonably satisfactory to Cxxxx (“Company Counsel”), in form and substance reasonably satisfactory to Cowen and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered and (ii) within the later of this Agreement, within three (3A) five (5) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable7(m), and (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseRepresentation Date, the Company shall cause to be furnished to the Agent (i) a written opinion, Cowen a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), in form and substance reasonably satisfactory to Cowen and its counsel, dated the date such opinions and that the negative assurance letter are is required to be delivereddelivered (the “Opinion Date”), substantially similar to the forms attached hereto as Exhibit C, Exhibit D 7(n)(i) (solely with respect to the opinion and negative assurance letter to be delivered on or prior to the First Delivery Date) and Exhibit E7(n)(ii) (for negative assurance letters to be delivered in connection with all subsequent Representation Dates), respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that (1) in lieu of the opinions and such negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on letters for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent Cowen with a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date) and (2) the Company shall not be required to furnish to Cowen any such negative assurance letter if Dxxxx Xxxxxx LLP, or other outside counsel for Cowen (“Cowen Counsel”), does not also concurrently deliver a negative assurance letter to Cowen dated as of such date, which negative assurance letter of Cowen Counsel shall cover statements substantially similar to those covered by such negative assurance letter of Company Counsel.

Legal Opinion. On or prior to the date of this Agreement, First Delivery Date and within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton Xxxxxx & Xxxxxxxx Xxxxxxx LLP, or other counsel for the Company and the Operating Partnership (“Company Counsel”)satisfactory to Xxxxx, dated the date such opinions and negative assurance letter are required to be delivered, substantially similar furnish to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) Xxxxx a written opinion of Xxxxxxx LLPand negative assurances statement, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required each in form and substance reasonably satisfactory to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseXxxxx and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented and (ii) the Company’s general counsel to furnish to Xxxxx a written opinion in form and substance reasonably satisfactory to Xxxxx and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended and supplemented. In ; provided, however, that in lieu of the such opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that the Agent Xxxxx may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date). In addition, in connection with the initial Representation Date and promptly after each Representation Date on which the Company files its Annual Report on 10-K (or, if the Company has notified Xxxxx that it does not then presently intend to make sales of Placement Shares under this Agreement, then the next date on which written opinions are delivered under this Agreement), the Company will furnish or cause to be furnished to Xxxxx and to counsel to Xxxxx the written opinion and letter of intellectual property counsel to the Company, dated the date of filing with the Commission of such document, in a form and substance reasonably satisfactory to Xxxxx and its counsel.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Agents (i) the written opinions and negative assurance of this AgreementXxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., counsel to the Company, or other counsel reasonably satisfactory to the Agents (“Company Counsel”), and (ii) the written opinions and negative assurance of Sagittarius IP, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Agents (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Agents. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Agent (i) a Agents the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion opinions and negative assurance of Hunton & Xxxxxxxx LLP, counsel for Company IP Counsel substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseAgents, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Agents such written opinions and negative assurance letter substantially in the form previously agreed between the Company and the Agents, such counsel may, in respect of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Agent Agents with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Agent Agents may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. (1) On or prior to the date of this Agreementthe first Placement Notice and (2) unless waived by the Agent, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(l) for which no waiver is applicable, applicable and excluding the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisethis Agreement, the Company shall cause to be furnished to the Agent (i) and the Alternative Agent a written opinion, a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx (A) Gxxxxxx Procter LLP, as corporate counsel for the Company and the Operating Partnership (“Company Counsel”), dated or other counsel reasonably satisfactory to the date such opinions and negative assurance letter are Agents; provided that the Company shall only be required to be delivered, substantially similar deliver a written opinion from Company Counsel pursuant to this section in connection with a Representation Date with respect to which the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectivelyCompany is obligated to deliver a certificate pursuant to Sections 7(l)(2)(i) through 7(l)(2)(iii), and (iiB) a written opinion of Xxxxxxx Gxxxxxx Procter LLP, special Maryland as intellectual property counsel for the Company (“Maryland IP Counsel”), dated or other counsel reasonably satisfactory to the date such opinion is Agents; provided that the Company shall only be required to be delivereddeliver a written opinion from IP Counsel pursuant to this section in connection with a Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l)(2)(i) through Section 7(l)(2)(iii), substantially similar in each case in form and substance satisfactory to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement Agent and the Prospectus as then amended or supplemented. In lieu of the opinions its counsel and a written negative assurance letter of Company Counsel and Maryland Counsel Counsel; provided, however, the Company shall be required to be furnished furnish to the Agent pursuant to this Section 7(r) on subsequent Representation Dates, Agents no more than one opinion and negative assurance letter from Company Counsel and Maryland one opinion from IP Counsel hereunder per calendar quarter and the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish the Agent and the Alternative Agent with a letter (a “Reliance Letter”) to the effect that the Agent and the Alternative Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter).

Legal Opinion. (i) On or prior to the date of this Agreementthe first Placement Notice given hereunder, and thereafter within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a Xxxxx written opinion, a negative assurance letter opinions and a written tax opinion statements of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership Xxxxxx LLP (“Company Counsel”), dated or other counsel reasonably satisfactory to Xxxxx; provided, however, the date Company shall not be required to furnish any such opinions and letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that the Company’s obligation to have Company Counsel furnish a negative assurance letter are required statement is conditioned upon counsel to be deliveredXxxxx furnishing a negative assurance statement dated as of the same such date; provided, substantially similar to the forms attached hereto as Exhibit Cfurther, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, that in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of such letters for subsequent periodic filings under the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation DatesExchange Act, Company Counsel and Maryland Counsel may furnish the Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that the Agent Xxxxx may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter). (ii) On or prior to the date of the first Placement Notice given hereunder and at each subsequently occurring Representation Date requiring the delivery of written opinions and statements by Company Counsel, Xxxxx shall cause to be furnished to it written negative assurances of Xxxxxxx Procter LLP, or other counsel reasonably satisfactory to Xxxxx (“Xxxxx Counsel”) .

Legal Opinion. (1) On or prior to the date of this Agreementthe first Placement Notice and (2) unless waived by the Agent, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(l) hereof for which no waiver is applicable, applicable and excluding the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisethis Agreement, the Company shall cause to be furnished to the Agent (ia) a written opinion, a opinion (which shall include negative assurance letter and a written tax opinion language) of Hunton Xxxxx & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership Xxxxxx L.L.P. (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar or other counsel satisfactory to the forms attached hereto as Exhibit CAgent, Exhibit D in form and Exhibit E, respectively, substance satisfactory to the Agent and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be deliveredits counsel, substantially similar to the form attached hereto as Exhibit F, in either casepreviously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu , (b) a written opinion of Xxxxx & Xxxxxx L.L.P. (“Regulatory Counsel”), or other regulatory counsel satisfactory to the opinions Agent, in form and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished substance satisfactory to the Agent pursuant and its counsel, substantially similar to this Section 7(rthe form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and (c) on a written opinion of Xxxxx & Xxxxxx L.L.P. (“Patent Counsel”), or other patent counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to the Agent no more than one of each of the foregoing opinions hereunder per calendar quarter and the Company shall not be required to furnish any such opinions if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, Company Counsel and Maryland Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this AgreementXxxxx Xxxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) 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 applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for Company Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of this AgreementSichenzia Rxxx Xxxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), in substantially the forms agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter of each Company Counsel and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for Intellectual Property Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if each Company Counsel and Intellectual Property Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel and Maryland Intellectual Property Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, within three the Company shall cause to be furnished to FBR (3i) a written opinion of Xxxxxxxxx Xxxxxxx, LLP (“Company Counsel”) as to corporate and securities matters, including negative assurance, dated as of the date such opinion is delivered, (ii) a written opinion of Company Counsel as to tax matters, dated as of the date such opinion is delivered, and (iii) a written opinion of Company Counsel as to Maryland corporate matters, dated as of the date such opinion is delivered, in each case, in form and substance reasonably satisfactory to FBR. Within five Trading Days after of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l)(1) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to FBR the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to in substantially the Agent pursuant to this Section 7(r) on subsequent Representation Datesforegoing forms; provided, however, that in lieu of such opinion, Company Counsel and Maryland Counsel may furnish the Agent with to FBR a letter (a “Reliance Letter”) substantially to the effect that the Agent FBR may rely on a such applicable prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented); provided, further, however, that with respect to a Representation Date relating to Section 7(l)(iii), the Company shall not be required to cause to be furnished to FBR the written opinion or Reliance Letter of Company Counsel described in the foregoing clause (ii) of this Section 7(m).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurances of this AgreementPorter, Wright, Xxxxxx & Xxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”) and (ii) the written opinion of XxXxxxxx Carano LLP, as local Nevada counsel to the Company (“Nevada Counsel” and together with SEC Counsel, “Company Counsel”) substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinionopinions and, a as applicable, negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for each Company Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of ; provided, however, that if Company Counsel and Maryland Counsel required to be has previously furnished to the Sales Agent pursuant to this Section 7(r) on subsequent Representation Datessuch written opinions and, as applicable, negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel and Maryland Counsel may may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such Company Counsel (each, a “Reliance Letter”) in lieu of such opinions and, as applicable, negative assurance of Company Counsel to the effect that the Sales Agent may rely on a the prior opinion or opinions and, as applicable, negative assurance letter of Company Counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion opinions and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, within three the Company shall cause to be furnished to MLV (3i) a written opinion of Xxxxxxxxx Xxxxxxx, LLP (“Company Counsel”) as to corporate and securities matters, including negative assurance, dated as of the date of such Placement Notice, (ii) a written opinion of Company Counsel as to tax matters dated as of the date of such Placement Notice, and (iii) a written opinion of DLA Piper LLP (US) (“DLA”) as to Maryland corporate matters dated as of the date of such Placement Notice, in each case, in form and substance reasonably satisfactory to MLV. Within five Trading Days after of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to MLV the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to written opinion of DLA in substantially the Agent pursuant to this Section 7(r) on subsequent Representation Datesforegoing forms; provided, however, that in lieu of such opinion, Company Counsel and Maryland Counsel or DLA last furnishing such applicable opinion to MLV may furnish the Agent with to MLV a letter (a “Reliance Letter”) substantially to the effect that the Agent MLV may rely on a such prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. On or prior to the date of this Agreement, First Delivery Date and within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) Cowen a written opinion, a negative assurance letter and a written tax opinion or statement of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership Xxxxxx LLP (“Company Counsel”), dated the date such opinions and negative assurance letter are required or other counsel reasonably satisfactory to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”)Cowen, dated the date such that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, 7(n)(i) modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, the Company shall not be required to furnish any such opinion or statement if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that the Company’s obligation to have Company Counsel furnish a negative assurance statement is conditioned upon counsel to Cowen furnishing a negative assurance statement dated as of the same such date; provided, however, that in lieu of the such opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent Cowen with a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date).

Legal Opinion. On or prior to the date of this Agreement, First Delivery Date and within three (3) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) Cowen a written opinion, a negative assurance letter and a written tax opinion of Hunton Fenwick & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership West LLP (“Company Counsel”), dated the date such opinions or other counsel satisfactory to Cowen, in form and negative assurance letter are required substance reasonably satisfactory to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D Cowen and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”)its counsel, dated the date such that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F7(n)(i) and Exhibit 7(n)(ii), in either caserespectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the opinions and any such opinion to be delivered under this Section 7(n) for subsequent Bring-Down Dates, other than a Bring-Down Date triggered under Section 7(m)(ii), counsel may furnish Cowen with a negative assurance letter of Company Counsel in form and Maryland Counsel required substance reasonably satisfactory to be furnished to the Agent pursuant to this Section 7(r) on Cowen (a “Negative Assurance Letter”); provided, further, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel may furnish the Agent Cowen with a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Bring-Down Date). Notwithstanding the foregoing, the Company shall not be required to furnish any opinions, letters or statements if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice.

Legal Opinion. On or prior to the date of this Agreement, First Delivery Date and within three (3) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent Cxxxx (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton Durham Jxxxx & Xxxxxxxx LLPPxxxxxx, counsel for the Company and the Operating Partnership P.C. (“Company Counsel”)) and (ii) with respect to intellectual property matters, an opinion of Hxxxxxxx LLP ( “Company IP Counsel”) or, in each case, other counsel reasonably satisfactory to Cxxxx, in form and substance satisfactory to Cxxxx and its counsel, dated the date such that the opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the such opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent Cxxxx with a letter (a “Reliance Letter”) to the effect that the Agent Cxxxx may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion opinions shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Bring-Down Date). With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause to be furnished to Cxxxx on the Principal Settlement Date written opinions of Company Counsel and Company IP Counsel, or, in each case, other counsel reasonably satisfactory to Cxxxx, in form and substance satisfactory to Cxxxx and its counsel, dated the Principal Settlement Date.

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, the Company shall cause to be furnished to X. Xxxxx FBR a written opinion and letter of Xxxxxx LLP (“Company Counsel”), or such other counsel reasonably satisfactory to X. Xxxxx FBR, each in form and substance reasonably satisfactory to X. Xxxxx FBR. Thereafter within three ten (310) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent X. Xxxxx FBR a letter of Company Counsel, or other counsel reasonably satisfactory to X. Xxxxx FBR, covering statements in form and substance reasonably satisfactory to X. Xxxxx FBR (i) a written opinionsuch letter, a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company CounselNegative Assurance Letter”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that, for the avoidance of doubt, the Company shall not be required to furnish any such Negative Assurance Letter at any time at which no Placement Notice is pending until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such letters for subsequent periodic filings under the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation DatesExchange Act, Company Counsel and Maryland Counsel counsel may furnish the Agent X. Xxxxx FBR with a letter (a “Reliance Letter”) to the effect that the Agent X. Xxxxx FBR may rely on a prior opinion or negative assurance letter Negative Assurance Letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter). Notwithstanding anything to the contrary set forth herein, each obligation of the Company to cause to be furnished to X. Xxxxx FBR a Negative Assurance Letter shall be conditioned upon the concurrent delivery to X. Xxxxx FBR by counsel reasonably acceptable to X. Xxxxx FBR (“X. Xxxxx FBR Counsel”) of a letter covering statements substantially similar to those covered by such Negative Assurance Letter of Company Counsel.

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to Cowen a written opinion letter of Fenwick & West LLP, or other counsel reasonably satisfactory to Xxxxx (“Company Counsel”), in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that such opinion letter is required to be delivered and (ii) within the later of this Agreement, within (A) three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) for which no waiver is applicable, and (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseRepresentation Date, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance Cowen an opinion letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), in form and substance satisfactory to Cowen and its counsel, dated the date such opinions and negative assurance that the opinion letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that (1) in lieu of the opinions and negative assurance such opinion letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent with Cowen a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on a prior opinion or the negative assurance paragraph included in the opinion letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion negative assurance paragraph shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date) and (2) the Company shall not be required to furnish to Cowen any such Reliance Letter if Xxxxxxx Procter LLP, or other outside counsel for Cowen (“Cowen Counsel”), does not also concurrently deliver a negative assurance letter to Cowen dated as of such date, which negative assurance letter of Cowen Counsel shall cover statements substantially similar to those covered by such negative assurance paragraph contained in the opinion letter of Company Counsel.

Legal Opinion. On the date of this Agreement, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 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(q7(l) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a written tax opinion and a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r7(m) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to Cowen a written opinion and negative assurance statement of Xxxxxx Xxxx & Xxxxxxxx LLP (“Company Counsel”) and a written opinion of each of Xxxxxx LLP, Xxxxxxx Procter LLP and Xxxxxx, Xxxxx & Xxxxxxx LLP, intellectual property counsel to the Company (“IP Counsel”), or other counsel reasonably satisfactory to Cowen, in form and substance reasonably satisfactory to Cowen and its counsel, each dated as of the date of this Agreementdelivery, and (ii) within three the later of (3A) two (2) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable, and 7(m) or (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseBring-Down Date, the Company shall cause to be furnished to the Agent (i) a written opinion, Cowen a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter statement of Company Counsel and Maryland Counsel legal opinions of IP Counsel, each dated as of the date of delivery, in form and substance reasonably satisfactory to Cowen and its counsel; provided, however, with respect to a Bring-Down Date on which the Company files its annual report on Form 10-K the Company shall not be required to be furnished furnish any such negative assurance statement of Company Counsel or opinions of IP Counsel if the Company does not intend to deliver a Placement Notice in such calendar year until such time as the Agent pursuant to this Section 7(rCompany delivers its next Placement Notice; provided, further, that (a) on in lieu of such negative assurance statements from Company Counsel for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel may furnish the Agent Cowen with a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on a prior opinion or negative assurance letter statements delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion negative assurance statements shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented)supplemented at such Bring-Down Date) and (b) in lieu of such opinions from IP Counsel for subsequent Bring-Down Dates, the Company may provide a representation within the certificate contemplated to be delivered pursuant to Section 7(m) certifying that there have been no material changes to Company Intellectual Property since the last delivery of opinions from IP Counsel.

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder the Company shall cause to be furnished to the Agent a written opinion and a negative assurance letter of Xxxxxxxx & Xxxxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, each in form and substance reasonably satisfactory to the Agent. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) for which no waiver is applicableapplicable (but in the case of Section 7(l)(iv), and the date of the Placement Notice only if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless requested by the Agent agrees otherwisein its sole discretion), the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel in form and Maryland Counsel required to be furnished substance reasonably satisfactory to the Agent pursuant to this Section 7(r) on Agent; provided that, in lieu of such negative assurance letter for subsequent Representation Datesperiodic filings under the Exchange Act, Company Counsel and Maryland Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or the negative assurance letter previously delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter). The requirement to cause to be furnished the opinions and negative assurance letters pursuant to this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending and the Company does not expect to deliver a Placement Notice during the period following the appliable Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company did not cause to be furnished to the Agent the opinions and negative assurance letters under this Section 7(m), then before the Agent sells any Placement Shares, the Company shall cause to be furnished to the Agent the opinions and negative assurance letters under this Section 7(m) dated the date of the Placement Notice.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this AgreementLxxxxxxxxx Xxxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”), (ii) the written opinion and negative assurance of Hxxxx Xxxxxxxx LLP, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Intellectual Property Counsel”), and (iii) the written opinion of Bxxxxxxxxx Hyatt Fxxxxx Sxxxxxx, LLP, as local Nevada counsel to the Company (“Nevada Counsel” and, together with SEC Counsel and Intellectual Property Counsel, “Company Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for each Company Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if each Company Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter). .

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, the Company shall cause to be furnished to the Agent a written opinion and a negative assurance letter of Xxxxxxxx, Xxxxxx, Xxxxxxx & Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance reasonably satisfactory to the Agent and its counsel. Thereafter, (1) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(l) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel Counsel, or other counsel satisfactory to the Agent, in form and Maryland Counsel required substance reasonably satisfactory to the Agent and its counsel and (2) within five (5) Trading Days of each Prospectus Amendment Filing Date and 10-K Filing Date, the Company shall cause to be furnished to the Agent pursuant a written opinion of Company Counsel, or other counsel satisfactory to this Section 7(r) on the Agent, in form and substance satisfactory to Agent and its counsel; provided, however, the Company shall be required to furnish to Agent no more than one opinion and negative assurance letter hereunder per calendar quarter; provided, further, that in lieu of such opinions and negative assurance letters for subsequent Representation Datesperiodic filings under the Exchange Act, Company Counsel and Maryland Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or opinions and negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion opinions and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinions and negative assurance of this AgreementGxxxxx, Dxxx & Cxxxxxxx LLP, counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and (ii) the written opinions of Pxxxxxxxxx PC, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter unless reasonably requested by the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseSales Agent, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for Company IP Counsel substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter substantially in the form previously agreed between the Company and the Sales Agent, such counsel may, in respect of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter); provided further, that each of the Company Counsel or Company IP Counsel shall be required to furnish no more than one opinion hereunder per each filing by the Company with the Commission of an annual report on Form 10-K or a quarterly report on Form 10-Q unless reasonably requested by the Sales Agent.

Legal Opinion. On or prior to the date of this Agreement, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 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(q) was in effect, unless the Agent agrees otherwiseFirst Delivery Date, the Company shall cause to be furnished to the Agent (i) Cowen a written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership Xxxxxx LLP (“Company Counsel”), dated the date such opinions or other counsel satisfactory to Cowen, in form and negative assurance letter are required substance satisfactory to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D Cowen and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”)its counsel, dated the date such that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu Thereafter within three (3) Trading Days of each Bring Down Date with respect to which the opinions and negative assurance letter of Company Counsel and Maryland Counsel required is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Cowen a letter of Company Counsel, or other counsel reasonably satisfactory to Cowen (such letter, a “Negative Assurance Letter”), modified, as necessary, to relate to the Agent pursuant Registration Statement and the Prospectus as then amended or supplemented; provided, however, that the Company shall not be required to this Section 7(r) on furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that the Company’s obligation to have Company Counsel furnish a negative assurance letter is conditioned upon counsel to Cowen furnishing a negative assurance letter dated as of the same such date; provided, further, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent Cowen with a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Bring-Down Date).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinions and negative assurance of this AgreementLoeb & Loeb LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and the written opinions and negative assurance of Mxxxxxxx & Fxxxxxxx LLP, as intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for Company IP Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel and Company IP Counsel have previously furnished to the Sales Agent such written opinions and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then Company Counsel and Maryland Company IP Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinions and negative assurance of such counsel to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of this AgreementPxxxxx Xxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and (ii) the negative assurance of Txxxx Xxxxxxxx, as general counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company General Counsel”) substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of the Company Counsel and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company General Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if the Company Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter of such counsel, and if Company General Counsel has previously furnished to the Sales Agent such negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then the Company Counsel and Maryland Company General Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinions and negative assurance of such counsel (as applicable) to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter (as applicable) of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion opinions and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On (i) Within five Business Days (as defined in Section 13 below) of the date of this Agreement, Agreement and (ii) within three (3) five Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (iA) a written opinionopinion of Xxxxxxx Xxxx and Xxxxxxx (“Bermuda Company Counsel”), a negative assurance letter or other counsel reasonably satisfactory to Agent, in form and substance satisfactory to Agent and their respective counsel, dated the date of this Agreement or the Representation Date, as applicable, substantially in the form previously agreed between the Parties, (B) a written tax opinion of Hunton Xxxxxx Xxxxxx & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership Xxxxxxx LLP (“Company Counsel”), dated the date such opinions or other counsel reasonably satisfactory to Agent, in form and negative assurance letter are required substance satisfactory to be deliveredAgent and their counsel, substantially similar to in the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectivelyform previously agreed between the Parties, and (iiC) a written opinion statement of Xxxxxxx LLPCompany Counsel, special Maryland or other counsel for the Company (“Maryland Counsel”)reasonably satisfactory to Agent, dated the date such opinion is required in form and substance satisfactory to be deliveredAgent and their counsel, substantially similar to in the form attached hereto as Exhibit Fpreviously agreed between the Parties, in either case, each case modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, the Company shall be required to furnish to Agent no more than one opinion from each Counsel hereunder per calendar quarter; provided, further, that in lieu of the such opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n ) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter), and provided, further, that the statement referred to in the immediately preceding clause (C) shall not be required to be delivered for the first time until the fifth Business Day following the date on which the Registration Statement is first declared effective by the Commission.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinions and negative assurance of this AgreementXxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and (ii) the written opinions of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C. and Xxxxxxxxxxx O'Xxxxxx Xxxxxxx Kindness PLLC, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for Company IP Counsel substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter substantially in the form previously agreed between the Company and the Sales Agent, such counsel may, in respect of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).; provided further, that each of the Company Counsel or Company IP Counsel shall be required to furnish no more than one opinion hereunder per each filing by the Company with the Commission of an annual report on Form 10-K or a quarterly report on Form 10-Q.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of this AgreementXxxxxxx & Xxxxxxx, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”), in substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) 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 applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for SEC Counsel in substantially the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if SEC Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel in substantially in the form previously agreed between the Company and the Sales Agent, then SEC Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel (as applicable) delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreement, First Delivery Date and within three (3) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent Xxxxx (i) a written opinion, a opinion and negative assurance letter of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership Xxxx LLP (“Company Counsel”), dated the date such opinions and negative assurance letter are required ) or other counsel reasonably satisfactory to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, Xxxxx and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company Sunstein Kann Xxxxxx & Timbers LLP (“Maryland Company IP Counsel”)) or other counsel reasonably satisfactory to Xxxxx, in each case in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date such that each opinion is required to be delivered; provided the Company shall be required to furnish to Xxxxx no more than one of each such opinion per calendar quarter, substantially similar except in the case of a Block Sale in which Xxxxx requests such opinions pursuant to the form attached hereto as Exhibit FSection 3 herein; provided, further, that in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the such opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel each counsel may furnish the Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that the Agent Xxxxx may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Bring-Down Date). With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause to be furnished to Xxxxx on the Principal Settlement Date a written opinion of each of Company Counsel and Company IP Counsel, or such other counsel satisfactory to Xxxxx, in each case in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the Principal Settlement Date.

Legal Opinion. On or prior to the date of this Agreement, First Delivery Date and within three (3) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent Cowen (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership LLP (“Company Counsel”), dated the date such opinions or other counsel satisfactory to Cowen, in form and negative assurance letter are required substance satisfactory to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D Cowen and Exhibit E, respectively, its counsel and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company Xxxx & Xxxxxxx Limited (“Maryland Bermuda Counsel”), ) each dated the date such that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caserespectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the such opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent Cowen with a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Bring-Down Date). The requirement to provide the opinions under this Section 7(n) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Cowen with the opinions under this Section 7(n), then before the Company delivers the Placement Notice or Cowen sells any Placement Shares, the Company shall provide Cowen with such opinions dated the date of the Placement Notice.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinions and negative assurance of this AgreementFox Rothschild, LLP, counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and (ii) the written opinion of Xxxxxxx Procter LLP, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for Company IP Counsel substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter substantially in the form previously agreed between the Company and the Sales Agent, such counsel may, in respect of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinions and negative assurance of this AgreementXxxxxxx & Xxx, P.C., counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and (ii) the written opinion of Xxxxxxxx, Rackman & Xxxxxxx, P.C., intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for Company IP Counsel substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter substantially in the form previously agreed between the Company and the Sales Agent, such counsel may, in respect of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date First Delivery Date, the Company shall cause to be furnished to Xxxxx a written opinion of this AgreementXxxxxx LLP (“Company Counsel”) and a “negative assurances letter” of Company Counsel, within or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel. Within three (3) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, Xxxxx a negative assurance assurances letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), or other counsel reasonably satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to that the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivereddelivered ; provided, substantially similar to the form attached hereto as Exhibit Fhowever, that in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and such negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on assurances letters for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that the Agent Xxxxx may rely on a prior opinion or negative assurance assurances letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Bring-Down Date). With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause to be furnished to Xxxxx on the Principal Settlement Date a written opinion of Company Counsel, or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the Principal Settlement Date, substantially similar to the form attached hereto as Exhibit 7(n)(i).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder the Company shall cause to be furnished to the Agent a written opinion and a negative assurance letter of Sxxxxxxx Xxxxxx Xxxxxxx & Hxxxxxx LLP (“Company U.S. Counsel”), counsel to the Company as to certain matters of U.S. law, a written opinion of Cxxxx Xxxxx (Guernsey) LLP (“Company Guernsey Counsel”), counsel for the Company as to certain matters of Guernsey law, and a written opinion of Cxxxxx LLP (“Company IP Counsel”), counsel to the Company as to certain matters of intellectual property law, or other counsel reasonably satisfactory to the Agent, each in form and substance reasonably satisfactory to the Agent. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel in form and Maryland Counsel required to be furnished substance reasonably satisfactory to the Agent pursuant to this Section 7(r) on Agent; provided that, in lieu of such negative assurance for subsequent Representation Datesperiodic filings under the Exchange Act, Company Counsel and Maryland Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or the negative assurance letter previously delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this AgreementLxxxxxxxxx Xxxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”), (ii) the written opinion and negative assurance of Hxxxx Xxxxxxxx LLP, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Intellectual Property Counsel”), and (iii) the written opinion of Bxxxxxxxxx Hxxxx Fxxxxx Sxxxxxx, LLP, as local Nevada counsel to the Company (“Nevada Counsel” and, together with SEC Counsel and Intellectual Property Counsel, “Company Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for each Company Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if each Company Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to HCW a written opinion and negative assurance letter of Xxxx Xxxxxxxx LLP, or other counsel reasonably satisfactory to HCW (“Company Counsel”), in form and substance reasonably satisfactory to HCW and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered and (ii) within the later of this Agreement, within three (3A) five (5) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable7(m), and (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseRepresentation Date, the Company shall cause to be furnished to the Agent (i) a written opinion, HCW a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), in form and substance reasonably satisfactory to HCW and its counsel, dated the date such opinions and that the negative assurance letter are is required to be delivereddelivered (the “Opinion Date”), substantially similar to the forms attached hereto as Exhibit C, Exhibit D 7(n)(i) (solely with respect to the opinion and negative assurance letter to be delivered on or prior to the First Delivery Date) and Exhibit E7(n)(ii) (for negative assurance letters to be delivered in connection with all subsequent Representation Dates), respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the opinions and such negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on letters for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent HCW with a letter (a “Reliance Letter”) to the effect that the Agent HCW may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinions and negative assurance of this AgreementFxxxx & Lardner LLP, counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and (ii) the written opinions of Fxxxx & Lxxxxxx LLP, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for Company IP Counsel substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter substantially in the form previously agreed between the Company and the Sales Agent, such counsel may, in respect of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to Chardan the written opinions and negative assurance of this Agreementeach of Zouvas & Associates LLP and The Law Offices of Xxxxx X. Xxxxxxx (collectively, “Company Counsel”), or other counsel reasonably satisfactory to Chardan, substantially in the forms previously agreed between the Company and Chardan. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to Chardan the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, of Company Counsel substantially similar to in the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for form previously agreed between the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseand Chardan, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the ; provided, however, that if Company Counsel has previously furnished to Chardan such written opinions and negative assurance letter of substantially in the form previously agreed between the Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation DatesChardan, Company Counsel and Maryland Counsel may may, in respect of any future Representation Date, furnish the Agent Chardan with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Agent Chardan may rely on a the prior opinion or opinions and negative assurance letter of Company Counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder the Company shall cause to be furnished to the Agents a written opinion and a negative assurance letter of Cxxxxx LLP (“U.S. Company Counsel”) and a written opinion of Oxxxx (“Cayman Islands Company Counsel”), or other counsel reasonably satisfactory to the Agents, each in form and substance reasonably satisfactory to the Agents. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, Agents a negative assurance letter of U.S. Company Counsel in form and a written tax opinion substance reasonably satisfactory to the Agents; provided that, in lieu of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be deliveredfor subsequent periodic filings under the Exchange Act, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the U.S. Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish the Agent Agents with a letter (a “Reliance Letter”) to the effect that the Agent Agents may rely on a prior opinion or the negative assurance letter previously delivered by such counsel under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of such Reliance Letter)., provided that the Company shall be required to furnish (i) no more than one negative assurance letter of U.S. Company Counsel hereunder per each filing of an annual report on Form 20-F and Form 6-K including interim unaudited financial statements, and (ii) no more than one written opinion of U.S. Company Counsel and Cayman Islands Company Counsel hereunder per each filing of an annual report on Form 20-F.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this AgreementPxxxxx Xxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”), (ii) the negative assurance of Jxxx Xxxxxxxx, as general counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company General Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion negative assurance of Hunton & Xxxxxxxx LLP, counsel for Company General Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter of such counsel, and if Company General Counsel has previously furnished to the Sales Agent such negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then Company Counsel and Maryland Company General Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinions and negative assurance of such counsel (as applicable) to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel (as applicable) delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion opinions and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice delivered hereunder, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Sxxxxxxx, Loop & Kxxxxxxx LLP ("Company Counsel"), or other counsel reasonably satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel. Thereafter, (i) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(l)(ii) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax an opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, Counsel substantially similar to the form attached hereto as Exhibit F, in either casepreviously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions date thereof and (ii) within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l)(i), (iii) or (iv) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counsel and Maryland Counsel required substantially similar to be furnished the form previously provided to the Agent pursuant and its counsel, modified, as necessary, to this Section 7(r) on relate to the Registration Statement and the Prospectus as of the date thereof, provided that the Company shall be required to furnish to the Agent no more than one opinion and/or negative assurance letter hereunder per calendar quarter; provided, further, that in lieu of such opinions and/or negative assurance letters for subsequent Representation Datesperiodic filings under the Exchange Act, Company Counsel and Maryland Counsel counsel may furnish the Agent with a letter (a “"Reliance Letter”") to the effect that the Agent may rely on a prior opinion or and/or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and/or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder the Company shall cause to be furnished to B. Xxxxx Securities (i) a written opinion and a negative assurance letter of Stroock & Stroock & Lxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to B. Xxxxx Securities, in the form attached hereto as Exhibit 7(n)(1), as to corporate and securities matters, (ii) a written opinion of Company Counsel in the form attached hereto as Exhibit 7(n)(2), as to tax matters, (iii) a written opinion of MxXxxxxxx, Will & Exxxx LLP, Maryland counsel to the Company, in the form attached hereto as Exhibit 7(n)(3), (iv) a written opinion of Cxxxx Xxxxxx, general counsel of the Company, in the form attached hereto as Exhibit 7(n)(4), and (v) a written opinion and a negative assurance letter of Hxxxxx Axxxxxx Xxxxx LLP (“Placement Agent Counsel”), or other counsel reasonably satisfactory to B. Xxxxx Securities, each in form and substance reasonably satisfactory to B. Xxxxx Securities. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to B. Xxxxx Securities the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Placement Agent Counsel required in form and substance reasonably satisfactory to be furnished to B. Xxxxx Securities; provided that, in lieu of any such opinion or negative assurance for subsequent periodic filings under the Agent pursuant to this Section 7(r) on subsequent Representation DatesExchange Act, Company Counsel and Maryland Placement Agent Counsel may furnish the Agent B. Xxxxx Securities with a letter (a “Reliance Letter”) to the effect that the Agent B. Xxxxx Securities may rely on a prior the opinion or negative assurance letter previously delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinions and negative assurances of this AgreementXxxxxx & Xxxxxxx LLP, counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”) and (ii) the written opinions of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and Xxxxxx LLP, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for Company IP Counsel substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter substantially in the form previously agreed between the Company and the Sales Agent, such counsel may, in respect of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinions and negative assurance of this AgreementXxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and (ii) the written opinions and negative assurance of Sagittarius IP, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion opinions and negative assurance of Hunton & Xxxxxxxx LLP, counsel for Company IP Counsel substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter substantially in the form previously agreed between the Company and the Sales Agent, such counsel may, in respect of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this AgreementXxxxxxxx & Worcester LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”) and (ii) the written opinion of Xxxxx Xxxxx Singapore LLP, as Cayman Islands counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Cayman Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) 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 applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter of SEC Counsel and a the written tax opinion of Hunton & Xxxxxxxx LLP, counsel for Cayman Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter of Company such counsel, and if Cayman Counsel and Maryland Counsel required to be has previously furnished to the Sales Agent pursuant to this Section 7(r) on subsequent Representation Datessuch written opinions of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel and Maryland Cayman Counsel may may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel (as applicable) to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel (as applicable) delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, Agreement and within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B G 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent Wxxxx Fargo Securities (i) a written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton Akin Gump Sxxxxxx Hxxxx & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership Fxxx LLP (“Company Counsel”), dated the date such opinions or other counsel reasonably satisfactory to Wxxxx Fargo Securities, in form and negative assurance letter are required substance reasonably satisfactory to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D Wxxxx Fargo Securities and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”)its counsel, dated the date such that the opinion is required to be delivered, the opinion of which is substantially similar to the form attached hereto as Exhibit F, in either caseE, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu , (ii) a written opinion of Mxxx X. Xxxxx, Senior Vice President and General Counsel of the opinions Company (the “General Counsel”), or other counsel reasonably satisfactory to Wxxxx Fargo Securities, in form and negative assurance letter of Company Counsel substance reasonably satisfactory to Wxxxx Fargo Securities and Maryland Counsel its counsel, dated the date that the opinion is required to be furnished delivered, substantially similar to the Agent pursuant to this Section 7(r) on form attached hereto as Exhibit F; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel and Maryland the General Counsel may furnish the Agent Wxxxx Fargo Securities with a letter (a “Reliance Letter”) to the effect that the Agent Wxxxx Fargo Securities may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(q) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date); provided further, however, that the obligation of the Company under this Section 7(q) shall be deferred during any suspension period as described in Section 4.

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to Northland a written opinion and a negative assurance letter of Sichenzia Xxxx Xxxxxxx Xxxxxx LLP, or other counsel reasonably satisfactory to Northland (“Company Counsel”), in form and substance reasonably satisfactory to Northland and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered (the “Opinion Date”) and (ii) within the later of this Agreement, within three (3A) five (5) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which 7(m) (to the extent that no waiver is applicablein effect), and (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described Representation Date, but in Section 7(q) was in effect, unless the Agent agrees otherwiseany event not more than once per calendar quarter, the Company shall cause to be furnished to the Agent (i) a written opinion, Northland a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), in form and substance reasonably satisfactory to Northland and its counsel, dated the date such opinions and negative assurance letter are required to be deliveredOpinion Date, substantially similar to the forms attached hereto as Exhibit C, Exhibit D 7(n)(i) (solely with respect to the opinion and negative assurance letter to be delivered on or prior to the First Delivery Date) and Exhibit E7(n)(ii) (for negative assurance letters to be delivered in connection with subsequent Representation Dates), respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the opinions and a negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent Northland with a letter (a “Reliance Letter”) to the effect that the Agent Northland may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of such Reliance Letter).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to HCW a written opinion and a negative assurance letter of Xxxxxx Xxxxxxx LLP, or other counsel reasonably satisfactory to HCW (“Company Counsel”), in form and substance reasonably satisfactory to HCW and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered (the “Opinion Date”) and (ii) within the later of this Agreement, within three (3A) five (5) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which 7(m) (to the extent that no waiver is applicablein effect), and (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described Representation Date, but in Section 7(q) was in effect, unless the Agent agrees otherwiseany event not more than once per calendar quarter, the Company shall cause to be furnished to the Agent (i) a written opinion, HCW a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), in form and substance reasonably satisfactory to HCW and its counsel, dated the date of delivery of such opinions and negative assurance letter are required to be deliveredletter, substantially similar to the forms attached hereto as Exhibit C, Exhibit D 7(n)(i) (solely with respect to the opinion and negative assurance letter to be delivered on or prior to the First Delivery Date) and Exhibit E7(n)(ii) (for negative assurance letters to be delivered in connection with subsequent Representation Dates), respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the opinions and a negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent HCW with a letter (a “Reliance Letter”) to the effect that the Agent HCW may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinions and negative assurances of this AgreementLoeb & Loeb LLP, counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and (ii) the written opinions and negative assurances of Dxxxx Xxxxxx LLP and Davidson Kxxxxx LLC, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for Company IP Counsel substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter substantially in the form previously agreed between the Company and the Sales Agent, such counsel may, in respect of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On the date of this Agreement, Agreement and within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 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(q7(o) was in effect, unless the Agent agrees Agents agree otherwise, the Company shall cause to be furnished to the Agent Agents (i) a written opinion, and a negative assurance letter and a written an opinion with respect to certain tax opinion matters of Hunton Lxxxxx & Xxxxxxxx Wxxxxxx, LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit CC-1, Exhibit D C-2 and Exhibit E, C-3 respectively, and (ii) a written opinion of Xxxxxxx Vxxxxxx LLP, special Maryland counsel for the Company and the Operating Partnership (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit FD and (iii) a written opinion of the general counsel of the Company substantially similar to the form attached hereto as Exhibit E, in either case, each modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that, for the avoidance of doubt, the Company shall not be required to furnish any such letters at any time where no Placement Notice is pending until such time as the Company delivers its next Placement Notice. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent Agents pursuant to this Section 7(r7(p) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish the Agent Agents with a letter (a “Reliance Letter”) to the effect that the Agent Agents may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(p) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to HCW a written opinion and negative assurance letter of Sidley Austin LLP, or other counsel reasonably satisfactory to HCW (“Company Counsel”), in form and substance reasonably satisfactory to HCW and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered and (ii) within the later of this Agreement, within three (3A) five (5) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable7(m), and (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseRepresentation Date, the Company shall cause to be furnished to the Agent (i) a written opinion, HCW a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), in form and substance reasonably satisfactory to HCW and its counsel, dated the date such opinions and that the negative assurance letter are is required to be delivereddelivered (the “Opinion Date”), substantially similar to the forms attached hereto as Exhibit C, Exhibit D 7(n)(i) (solely with respect to the opinion and negative assurance letter to be delivered on or prior to the First Delivery Date) and Exhibit E7(n)(ii) (for negative assurance letters to be delivered in connection with all subsequent Representation Dates), respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the opinions and such negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on letters for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent HCW with a letter (a “Reliance Letter”) to the effect that the Agent HCW may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, the Company shall cause to be furnished to the Agents a written opinion and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP (“Company Counsel”) and a written opinion of Xxxxxxx Xxxxx S.C., intellectual property counsel for the Company (“Xxxxxxx Xxxxx”), Wilson, Sonsini, Xxxxxxxx & Xxxxxx, P.C., intellectual property counsel for the Company (“Xxxxxx Xxxxxxx”), Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP, intellectual property counsel for the Company (“Xxxxxxxx”) and in-house counsel for the Company (and together with Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxxxxx “Intellectual Property Counsel”) or other counsel reasonably satisfactory to the Agents, each in form and substance reasonably satisfactory to the Agents. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) Agents a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland written opinions of Intellectual Property Counsel required to be furnished in form and substance reasonably satisfactory to the Agent pursuant to this Section 7(r) on Agent; provided that, in lieu of such negative assurance and legal opinions for subsequent Representation Datesperiodic filings under the Exchange Act, Company Counsel and Maryland Counsel counsel may furnish the Agent Agents with a letter (a “Reliance Letter”) to the effect that the Agent Agents may rely on a prior opinion or the negative assurance letter and legal opinion previously delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to Xxxxx a written opinion and negative assurance statement of Xxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered and (ii) within the later of this Agreement, within three (3A) five (5) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable, and 7(m) or (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseRepresentation Date, the Company shall cause to be furnished to the Agent (i) a written opinion, Xxxxx a negative assurance letter and a written tax opinion statement of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and that the negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion statement is required to be delivered; provided, substantially similar the Company shall not be required to the form attached hereto as Exhibit Ffurnish any such opinion or negative assurance statement if LeClairRyan, in either caseA Professional Corporation, modifiedor other counsel for Xxxxx, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions does not also deliver a written opinion and negative assurance letter statement to Xxxxx dated as of such date; provided, further, with respect to a Representation Date on which the Company Counsel and Maryland Counsel files its annual report on Form 10-K the Company shall not be required to be furnished furnish any such negative assurance statement if the Company does not intend to deliver a Placement Notice in such calendar year until such time as the Agent pursuant to this Section 7(r) on Company delivers its next Placement Notice; provided, further, that in lieu of such negative assurance statements for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that the Agent Xxxxx may rely on a prior opinion or negative assurance letter statement delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion negative assurance statements shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date).

Legal Opinion. On or prior to the date of this Agreement, First Delivery Date and within three (3) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent Cowen (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership Xxxxxx Xxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to Cowen, in form and substance reasonably satisfactory to Cowen and its counsel and (iii) a written opinions of (x) XX Xxxx LLP, and (y) Xxxxxx LLP (together, “IP Counsels”), each dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to that the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caserespectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the such opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent Cowen with a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Bring-Down Date). The requirement to provide the opinions under this Section 7(n) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Cowen with the opinions under this Section 7(n), then before the Company delivers the Placement Notice or Cowen sells any Placement Shares, the Company shall provide Cowen with such opinions dated the date of the Placement Notice.

Legal Opinion. On or prior to the date of this Agreement, First Delivery Date and within three one (31) Trading Days after Day of each Representation subsequent Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) XX Xxxxx a written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership LLP (“Company Counsel”) and written opinion of Xxxxxxx Procter LLP, intellectual property counsel to the Company (“Company IP Counsel”), or other counsel reasonably satisfactory to XX Xxxxx, in form and substance reasonably satisfactory to XX Xxxxx and its counsel, dated the date such that the opinions and or negative assurance letter letters are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that the Company shall be required to furnish no more than one opinion of Company IP Counsel per Annual Report on Form 10-K filed by the Company unless such opinion relates to the filing of a current report on Form 8-K with respect to any material acquisition by the Company after the date of this Agreement or in connection with a Block Sale; provided, further that in lieu of the such opinions and or negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on letters for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel or Company IP Counsel, as applicable, may furnish the Agent XX Xxxxx with a letter (a “Reliance Letter”) to the effect that the Agent XX Xxxxx may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Bring-Down Date).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement, Agreement and within three (3) Trading Days after of each Representation Date with respect to which the Company is Company, the Operating Partnership and the Manager are obligated to deliver a certificate certificates in the form forms attached hereto as Exhibit B Exhibits 9(m)(i), 9(m)(ii) and 9(m)(iii) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a the written opinion, a negative assurance letter and a written tax opinion opinions of Hunton & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership Sidley Austin LLP (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, ) and (ii) a the written opinion of Xxxxxxx LLP, special Maryland counsel for the Company LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated the date such opinion is that the opinions are required to be delivered, substantially similar to the form attached hereto as Exhibit F9(n)(i), in either caseExhibit 9(n)(ii) and Exhibit 9(n)(iii), each such opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the such opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Dates, each of Company Counsel and Maryland Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(r9(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date). In giving any such opinion, Sidley Austin LLP may rely as to matters involving the laws of the State of Maryland upon the opinion of Xxxxxxx LLP or other Maryland counsel reasonably satisfactory to the Agent.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinions and negative assurance of this AgreementPxxxxx Xxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and the negative assurance of Jxxx Xxxxxxxx, as general counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company General Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion negative assurance of Hunton & Xxxxxxxx LLP, counsel for Company General Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter of such counsel, and if Company General Counsel has previously furnished to the Sales Agent such negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then Company Counsel and Maryland Company General Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinions and negative assurance of such counsel (as applicable) to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel (as applicable) delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this AgreementTroyGould PC, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and (ii) the written opinion and negative assurance of Dechert LLP, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Intellectual Property Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter of each Company Counsel and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for Intellectual Property Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if each Company Counsel and Intellectual Property Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel and Maryland Intellectual Property Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance letter of this AgreementXxxxxxx Xxxxxxx & Xxxxxxxx LLP, as U.S. counsel to the Company (“U.S. Company Counsel”) and (ii) the written opinion of Xxxxxx and Xxxxxx (Cayman) LLP, as Cayman Islands counsel to the Company (“Cayman Islands Company Counsel”) or other counsel reasonably satisfactory to the Sales Agent (U.S. Company Counsel and Cayman Islands Company Counsel, together, “Company Counsel”), substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) 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 applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter and a written tax opinion letters, as applicable, of Hunton & Xxxxxxxx LLP, counsel for Company Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such written opinion and negative assurance letter of such counsel, as applicable, to the effect that the Sales Agent may rely on a the prior written opinion or and negative assurance letter of such counsel, as applicable, delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior written opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agents (i) the written opinion and negative assurance of this AgreementKxxxxx Xxxx & Wxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agents (“Company Counsel”), substantially in the forms previously agreed between the Company and the Sales Agents. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Agent (i) a Sales Agents the written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton & Xxxxxxxx LLP, counsel for Company Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agents, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; 25 provided, however, that if each Company Counsel has previously furnished to the opinions Sales Agents such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agents, then each Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Agent Sales Agents with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Agent Sales Agents may rely on a the prior opinion or and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreement, First Delivery Date and within three one (31) Trading Days after Day of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) 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(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) TX Xxxxx a written opinion, a negative assurance letter and a written tax opinion of Hunton Fenwick & Xxxxxxxx LLP, counsel for the Company and the Operating Partnership West LLP (“Company Counsel”), dated the date such opinions or other counsel satisfactory to TX Xxxxx, in form and negative assurance letter are required substance reasonably satisfactory to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D TX Xxxxx and Exhibit E, respectively, and (ii) a written opinion of Xxxxxxx LLP, special Maryland counsel for the Company (“Maryland Counsel”)its counsel, dated the date such that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the opinions and any such opinion to be delivered under this Section 7(n) for subsequent Bring-Down Dates, other than a Bring-Down Date triggered under Section 7(m)(ii), counsel may furnish TX Xxxxx with a negative assurance letter of Company Counsel in form and Maryland Counsel required substance reasonably satisfactory to be furnished to the Agent pursuant to this Section 7(r) on TX Xxxxx (a “Negative Assurance Letter”); provided, further, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel may furnish the Agent TX Xxxxx with a letter (a “Reliance Letter”) to the effect that the Agent TX Xxxxx may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Bring-Down Date). Notwithstanding the foregoing, the Company shall not be required to furnish any opinions, letters or statements if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice.