Common use of Legal Opinion Clause in Contracts

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided that, in lieu of such negative assurance letter for subsequent periodic filings under the Exchange Act, Company Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder hereunder, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx Kaplan, Voekler, Cxxxxxxxxx & Xxxxxx L.L.P. Fxxxx, PLC, (“Company Counsel”)) as to corporate and securities matters, or other counsel 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, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within Within five (5) Trading Days of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter the written opinion of Company Counsel, modifiedthe written opinion of Company Tax Counsel and written opinion of Maryland Company Counsel in substantially the foregoing forms; provided, as necessaryhowever, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided that, that in lieu of such negative assurance letter for subsequent periodic filings under the Exchange Actopinion, Company Counsel or Maryland Company Counsel last furnishing such applicable opinion to the Agent may furnish to the Agent with a letter (a “Reliance Letter”) substantially to the effect that the Agent may rely on the negative assurance letter previously such prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such letter 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 as of the date of the Reliance Lettersupplemented).

Legal Opinion. On or prior to the date of that the first Placement Notice given hereunder Securities are sold pursuant to the Company terms of this Agreement, and within two (2) Trading Days of each Representation Date with respect to which the Transaction Entities are obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, the Transaction Entities shall cause to be furnished to each of the Agent (i) Agents, Forward Purchasers, and Forward Sellers a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. Xxxxxxxx Xxxxx LLP, counsel to the Transaction Entities (“Company Counsel”), or other and Xxxxxxx LLP, special Maryland counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Company (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableC-1 and Exhibit C-2, the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counselrespectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent Agents, Forward Purchasers, and Forward Sellers may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Representation Date).

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder hereunder, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form forms attached hereto as Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided that, in lieu of such negative assurance letter for subsequent periodic filings under the Exchange Act, Company Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to No later than thirty Trading Days following the date of the first initial Placement Notice given hereunder hereunder, the Company shall cause furnish to be furnished to the Agent (i) Xxxxxxxxxx a written opinion, a Rule 10b-5 negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”)in house counsel, or other counsel reasonably satisfactory to the AgentXxxxxxxxxx, dated the date that such opinion in a form and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably substance satisfactory to the AgentXxxxxxxxxx and its counsel, dated the and, thereafter, within thirty days following each date that the opinion is required to be delivered, substantially similar to Company files an annual report on Form 10-K under the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicablethis Agreement, the Company shall cause to be furnished to Xxxxxxxxxx a written opinion of in house counsel, or other counsel satisfactory to Xxxxxxxxxx, in form and substance satisfactory to Xxxxxxxxxx and its counsel, dated the Agent a negative assurance letter date of Company Counselthe Representation Date, substantially similar to the form attached hereto as Exhibit 7(n), 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 Xxxxxxxxxx no more than one opinion hereunder per calendar quarter; provided thatfurther, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent Xxxxxxxxxx with a letter (a “Reliance Letter”) to the effect that the Agent Xxxxxxxxxx may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance LetterRepresentation Date).

Legal Opinion. (1) On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent and (i2) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a negative assurance letter written opinion of Xxxxx Xxxx LLP, Xxxxx, Xxxxxx & XxXxxxxx, P.C., and Harness, Xxxxxx & Xxxxxx, PLC (each, “Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, substantially similar to the form attached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter). Notwithstanding the foregoing, a written opinion of Xxxxx, Xxxxxx & XxXxxxxx, P.C. and Harness, Xxxxxx & Xxxxxx, PLC shall not be required to be delivered to the Agent in connection with the Representation Dates set forth in Section (l)(iii) and (iv).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”)Xxxxxxx Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to in the form attached hereto Exhibit 7(m)-4previously agreed between the Company and the Sales Agent. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then each Company 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 to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”)Rxxx Xxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to in each case substantially in the forms previously agreed between the Company and the Sales Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of Company CounselCounsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then Company 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 to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”)Sxxxxxxxx Xxxx Xxxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to substantially in the forms previously agreed between the Company and the Sales Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of Company CounselCounsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then each Company 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 to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder hereunder, the Company shall cause to be furnished to the Agent (i) a Xxxxxxxxxx written opinion, opinions and a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. Dentons US LLP (“Company Counsel”), or other counsel reasonably satisfactory to the AgentXxxxxxxxxx, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to in the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”as Exhibit 7(m), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date Date, other than pursuant to Section 7(l)(iii) and Section 7(l)(iv), with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent Xxxxxxxxxx a written negative assurance letter of Company CounselCounsel in the form attached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, provided that, if Xxxxxxxxxx reasonably requests a negative assurance letter in connection with a Representation Date pursuant to Section 7(l)(iii) or Section 7(l)(iv), upon such request such negative assurance letter shall be deliverable to Xxxxxxxxxx hereunder, and provided that, if a new registration statement is filed with the Commission in connection with this Agreement or there is a material amendment to the Registration Statement, then Company Counsel shall deliver an opinion on the filing, effectiveness and form of such new registration statement or amended Registration Statement in addition to a negative assurance letter; provided further that, in lieu of such negative assurance letter for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent Xxxxxxxxxx with a letter (a “Reliance Letter”) to the effect that the Agent Xxxxxxxxxx may rely on the negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”)XxXxxxxx PC, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to substantially in the forms previously agreed between the Company and the Sales Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of Company CounselCounsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then each Company 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 to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. (1) On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent and (i2) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a negative assurance letter written opinion of Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented and a written negative assurance letter of Company Counsel; provided thatprovided, however, the Company shall be required to furnish to Agent no more than one opinion 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 negative assurance letter opinions for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent First Delivery Date and within three (i) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (53) Trading Days 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 7(l7(m) for which no waiver is applicable, the Company shall cause to be furnished to the Agent Cowen a negative assurance letter written opinion of (i) Xxxxxx LLP, U.S. counsel (“U.S. Counsel”) and (ii) Xxxxxx and Calder (Hong Kong) LLP, special Cayman Islands counsel (“Cayman Counsel”, together with U.S. Counsel , “Company Counsel”), or other counsel satisfactory to Cowen, in form and substance satisfactory to Cowen and its counsel and subject to customary and appropriate assumptions and qualifications, dated the date that the opinion is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActBring-Down Dates, Company Counsel counsel may furnish the Agent Cowen with a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Bring-Down Date).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”)Axxxxxx X.X., PLLC, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to substantially in the forms previously agreed between the Company and the Sales Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of Company CounselCounsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then each Company 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 to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior to the date of that the first Placement Notice given hereunder the Company shall cause to be furnished Securities are sold pursuant to the Agent terms of this Agreement, and within three (i) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (53) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) F for which no waiver is applicable, the Company shall cause to be furnished to the Agent Agents (i) a negative assurance letter written opinion of Pxxx Xxxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to the Agents, in form and substance satisfactory to the Agents and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibits G-1, G-2 and G-3, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and (ii) a written opinion of Vxxxxxx LLP, Maryland counsel for the Company (“Maryland Counsel”), or other counsel satisfactory to the Agents, in form and substance satisfactory to the Agents and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached as Exhibit H, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel any such counsel may furnish the Agent Agents with a letter (a “Reliance Letter”) to the effect that the Agent Agents may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Representation Date).

Legal Opinion. On or prior to the date of that the first Placement Notice given hereunder the Company shall cause to be furnished Shares are sold pursuant to the Agent terms of this Agreement and within three (i) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (53) Trading Days 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 7(lExhibits 9(m)(i), 9(m)(ii) and 9(m)(iii) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter (i) the written opinions of Sidley Austin LLP (“Company Counsel”), (ii) the written opinion of Xxxxxxx LLP (“Maryland Counsel”) and (iii) the written opinion of the Chief Legal Officer and Secretary of the Company (“Internal Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the form attached hereto as Exhibit 9(n)(i), Exhibit 9(n)(ii), Exhibit 9(n)(iii) and Exhibit 9(n)(iv), each such opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, each of Company Counsel, Maryland Counsel and Internal Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m9(n) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In giving any such opinion, Sidley Austin LLP may rely as to matters involving the laws of the date State of Maryland upon the Reliance Letter)opinion of Xxxxxxx LLP or other Maryland counsel reasonably satisfactory to the Agent.

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent (i) a written opinion, opinion and a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion each in form and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel substance reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counsel, modified, as necessary, to relate Counsel in form and substance reasonably satisfactory to the Registration Statement and Agent; provided, however, that the Prospectus Company shall not be required to furnish any such opinion or negative assurance letter if Xxxxx Xxxxxx LLP, or other counsel for the Agent, does not also deliver a written opinion or negative assurance letter to the Agent dated as then amended of such date; provided, further, that with respect to a Representation Date on which the Company files its annual report on Form 10-K under the Exchange Act, if the Company does not intend to deliver a Placement Notice in such calendar year, the requirement to furnish such opinion or supplementednegative assurance letter shall be waived until such time as a Placement Notice is provided; provided thatprovided, further, that in lieu of such negative assurance letter letters for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter). .

Legal Opinion. On or prior to No later than ten Trading Days following the date of the first each Placement Notice given hereunder hereunder, the Company shall cause to be furnished to the Agent (i) Xx Xxxxx a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx Xxxxx & Xxxxxx L.L.P. LLP (“Company Counsel”), or other counsel reasonably satisfactory to the AgentXx Xxxxx, in form and substance satisfactory to Xx Xxxxx and its counsel, dated the date that such opinion and negative assurance letter are required to be deliveredof the Placement Notice, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xxas Exhibit 7(n)(1)(A) a written opinion of Xxxxxxx LLP (“Maryland Counsel”and Exhibit 7(n)(1)(B), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counselrespectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, the Company shall be required to furnish to Xx Xxxxx no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActPlacement Notices, Company Counsel counsel may furnish the Agent Xx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Agent Xx Xxxxx may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance LetterPlacement Notice).

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder First Delivery Date, (i) the Company shall cause to be furnished to the Agent (i) Xxxxx a written opinion, a opinion and negative assurance letter statement of Xxxxx, Xxxxx, Cohn, Ferris, Glovsky and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. Popeo, P.C. (“Company Counsel”), or other counsel reasonably satisfactory to the AgentXxxxx, dated the date that such opinion in form and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel substance reasonably satisfactory to the AgentXxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to delivered and (ii) within the form attached hereto Exhibit 7(m)-4. Thereafter, within five later of (5A) three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicableapplicable or (B) the date a Placement Notice is first delivered by the Company following a Representation Date, the Company shall cause to be furnished to the Agent Xxxxx a negative assurance letter statement of Company Counsel, modifieddated the date that the negative assurance statement is required to be delivered, provided, however, with respect to a Representation Date on which the Company files its annual report on Form 10-K the Company shall not be required to 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 necessarythe Company delivers its next Placement Notice; provided, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatfurther, that in lieu of such negative assurance letter statements for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel counsel may furnish the Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that the Agent Xxxxx may rely on the a prior negative assurance letter previously statement delivered under this Section 7(m7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior letter negative assurance statements shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Representation Date).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx Xxxxxxx & Xxxxxx L.L.P. (“Company Counsel”)Xxxxxxx, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland SEC Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, in substantially similar to in the form attached hereto Exhibit 7(m)-4previously agreed between the Company and the Sales Agent. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of SEC Counsel in substantially the form previously agreed between the Company Counseland the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if SEC Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel in substantially in the form previously agreed between the Company and the Sales Agent, then SEC Counsel may, in lieu respect of such negative assurance letter for subsequent periodic filings under the Exchange Actany future Representation Date, Company 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 the prior opinion and negative assurance letter previously of such counsel (as applicable) delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent (i) a B. Xxxxx FBR written opinion, opinions and a negative assurance letter and a written tax opinion of Xxxxxx Wxxxxx Rxxxxxx Yxxxx & Xxxxxx L.L.P. Pxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to the AgentB. Xxxxx FBR, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to in the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xxas Exhibit 7(m)(1) a written opinion of Xxxxxxx LLP (“Maryland Counsel”and 7(m)(2), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4respectively. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent B. Xxxxx FBR a negative assurance written letter of Company CounselCounsel in the form attached hereto as Exhibit 7(m)(2), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided that, in lieu of such negative assurance letter for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent B. Xxxxx FBR with a letter (a “Reliance Letter”) to the effect that the Agent B. Xxxxx FBR may rely on the negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent First Delivery Date and within two (i) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (52) Trading Days 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 7(l7(m) for which no waiver is applicable, the Company shall cause to be furnished to the Agent XX Xxxxx a negative assurance letter written opinion of (i) K&L Gates LLP (“Company Counsel”), (ii) Xxxxx XxXxxxxx BV/SRL (“Belgian Company Counsel”), (iii) XxXxxx Xxxx PLLC, intellectual property counsel for the Company (“IP Counsel”), (iv) the General Counsel for the Company (the “GC”) with respect to certain regulatory matters, or other counsel satisfactory to XX Xxxxx, in form and substance satisfactory to XX Xxxxx and its counsel, dated the date that the opinion is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActBring-Down Dates, Company Counsel, Belgian Company Counsel, IP Counsel and the GC may furnish the Agent XX Xxxxx with a letter (a “Reliance Letter”) to the effect that the Agent XX Xxxxx may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Bring-Down Date).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx Stroock & Xxxxxx L.L.P. (“Company Counsel”)Stroock & Xxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to substantially in the forms previously agreed between the Company and the Sales Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of Company CounselCounsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then each Company 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 to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”)Txxxxxxx Hxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to in the form attached hereto Exhibit 7(m)-4previously agreed between the Company and the Sales Agent. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then each Company 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 to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior to the date of that the first Placement Notice given hereunder the Company shall cause to be furnished Shares are sold pursuant to the Agent terms of this Agreement and within three (i) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (53) Trading Days of each Representation Date with respect to which the Company is and the Operating Partnership are obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(n) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter written opinions of Vxxxxx & Exxxxx L.L.P. and Vxxxxxx LLP (together, in such capacity, “Company Counsel”) and of Vxxxxx & Exxxxx L.L.P. as to certain tax matters (in such capacity, “Tax Counsel”), or other counsel satisfactory to the Agent, in substantially the forms attached hereto in Exhibit 7(o), dated the date that the opinions are required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thathowever, that (i) the Company shall not be required to furnish to the Agent such opinions or Reliance Letters (as defined below) more than once per calendar quarter and (ii) in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Representation Date).

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder hereunder, the Company shall cause to be furnished to the Agent (i) a MLV written opinion, a negative assurance letter and a written tax opinion opinions of Xxxxxx & Xxxxxx L.L.P. LLP (“Company Counsel”), or to other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be deliveredMLV, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”as Exhibit 7(m)(1), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, Thereafter within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent MLV a negative assurance written opinion letter of Company Counsel, or other counsel satisfactory to MLV, in form and substance satisfactory to MLV and its counsel, which collectively address the legal opinions and negative assurance requests set forth in Exhibit 7(m)(2), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and with customary assumptions and exceptions; provided thatprovided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent MLV with a letter (a “Reliance Letter”) to the effect that the Agent MLV may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx Xxxxx & Xxxxxx L.L.P. (“Company Counsel”)Xxxxxx, P.C., as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to substantially in the forms previously agreed between the Company and the Sales Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of Company CounselCounsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then each Company 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 to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder hereunder, the Company shall cause to be furnished to the Agent CF&Co a written opinion of (i) a written opinionXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. Professional Corporation (“Company CounselWSGR”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0as Exhibit 7(n)(1) (only in connection with the first Placement Notice given hereunder) and (ii) Xxxxxx & Xxxxxx, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP L.L.P. (“Maryland Xxxxxx Xxxxxx” together with WSGR, “Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, ) substantially similar to the form attached hereto as Exhibit 7(m)-4. Thereafter7(n)(2), and thereafter within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause to be furnished to CF&Co a written opinion of Xxxxxx Xxxxxx, substantially similar to the Agent a negative assurance letter of Company Counselform attached hereto as Exhibit 7(n)(2) (for each subsequent Representation Date after the date the first Placement Notice given hereunder), in each case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter for subsequent periodic filings under the Exchange Actopinions, Company Counsel Xxxxxx Xxxxxx may furnish the Agent CF&Co with a letter (a “Reliance Letter”) to the effect that the Agent CF&Co may rely on a prior opinion (in the negative assurance letter previously form substantially similar to the form attached hereto as Exhibit 7(n)(2)) delivered under this Section 7(m7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Representation Date).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”)Frome Xxxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, in each case substantially similar to in the form attached hereto Exhibit 7(m)-4previously agreed between the Company and the Sales Agent. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of the Company CounselCounsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if the Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then the Company 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 to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior to the date of that the first Placement Notice given hereunder the Company shall cause to be furnished Shares are sold pursuant to the Agent terms of this Agreement and within three (i) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (53) Trading Days 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 7(lExhibits 9(m)(i), 9(m)(ii) and 9(m)(iii) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter (i) the written opinions of Xxxxxx Xxxxxx LLP (“Company Counsel”), (ii) the written opinion of Xxxxxxx LLP (“Maryland Counsel”) and (iii) the written opinion of the Senior Managing Director, Chief Legal Officer and Secretary of the Company (“Internal Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the form attached hereto as Exhibit 9(n)(i), Exhibit 9(n)(ii), Exhibit 9(n)(iii) and Exhibit 9(n)(iv), each such opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, each of Company Counsel, Maryland Counsel and Internal Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m9(n) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In giving any such opinion, Xxxxxx Xxxxxx LLP may rely as to matters involving the laws of the date State of Maryland upon the Reliance Letter)opinion of Xxxxxxx LLP or other Maryland counsel reasonably satisfactory to the Agent.

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent First Delivery Date and within three (i) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (53) Trading Days 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 7(l7(m) for which no waiver is applicable, the Company shall cause to be furnished to the Agent Xxxxx a written opinion and negative assurance letter of Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, 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 the Company’s obligation to have Company Counsel furnish a negative assurance letter is conditioned upon counsel to Xxxxx furnishing a negative assurance letter dated as of the same such date; provided, further, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActBring-Down Dates, Company Counsel counsel may furnish the Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that the Agent Xxxxx may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Bring-Down Date).

Legal Opinion. On or prior to the date of that the first Placement Notice given hereunder the Company shall cause to be furnished Securities are sold pursuant to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion terms of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafterthis Agreement, within five three (53) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) C for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter KeyBanc Capital Markets written opinions of Squire, Xxxxxxx & Xxxxxxx (US) LLP, XxXxxxxx Xxxxxxx LLC and internal counsel (collectively, “Company Counsel”), or other counsel satisfactory to KeyBanc Capital Markets, in form and substance satisfactory to KeyBanc Capital Markets and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D1, Exhibit D2 and Exhibit D3 modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel counsel may furnish the Agent KeyBanc Capital Markets with a letter (a “Reliance Letter”) to the effect that the Agent KeyBanc Capital Markets may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Representation Date).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx Sxxxxxxx & Xxxxxx L.L.P. (“Company Counsel”)Worcester LLP, as counsel to the Company, or other counsel reasonably satisfactory to the AgentSales Agent (“SEC Counsel”), dated and (ii) the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”)Dxxxxx Xxxx, Esq., intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Intellectual Property Counsel” and, together with SEC Counsel, “Company Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of each Company CounselCounsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then each Company 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 to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. (i) On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent this Agreement and (iii) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause to be furnished to the Agent Agents a negative assurance letter written opinion of Cxxxxxx Dxxx and Pxxxxxx (“Bermuda Company Counsel”), or other counsel reasonably satisfactory to Agents, in form and substance satisfactory to Agents and their respective counsel, dated the date of this Agreement or the Representation Date, as applicable, substantially similar to the form attached hereto as Exhibit 7(n)(1)(A) and a written opinion of Cxxxxx Xxxxxx & Rxxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to Agents, in form and substance satisfactory to Agents and their counsel, substantially similar to the form attached hereto as Exhibit 7(n)(1)(B), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, the Company shall be required to furnish to Agents no more than one opinion from each Counsel hereunder per calendar quarter; provided, further, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel counsel may furnish the Agent Agents with a letter (a “Reliance Letter”) to the effect that the Agent Agents may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent (i) a written opinion, a opinion and negative assurance letter and a written tax opinion of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxx L.L.P. Xxxxxxxxx, LLP (“Company CounselXxxxxxxxx”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to in the form attached hereto Xxxxxxxx 0(x)-0as Exhibit 7(m)(1) and 7(m)(2), 0(x)-0 xxx 0(x)-0respectively, xxx and (xxii) a written opinion of Xxxxxxx LLP Xxxxxxxx Mori & Tomotsune (“Maryland Xxxxxxxx Mori” and, together with Xxxxxxxxx, “Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to in the form attached hereto as Exhibit 7(m)-47(m)(1). Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a written opinion of each Company Counsel in the form attached hereto as Exhibit 7(m)(1) and a negative assurance letter of Company CounselXxxxxxxxx in the form attached hereto as Exhibit 7(m)(2), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided that, in lieu of such negative assurance letter for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent X. Xxxxx Securities (i) a written opinion, opinion and a negative assurance letter and a written tax opinion of Xxxxxx Stroock & Xxxxxx L.L.P. Stroock & Xxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to the AgentX. Xxxxx Securities, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to in the form attached hereto Xxxxxxxx 0(x)-0as Exhibit 7(n)(1), 0(x)-0 xxx 0(x)-0as to corporate and securities matters, xxx (xxii) 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 Xxxxxxx LLP (“LLP, Maryland Counsel”), or other counsel reasonably satisfactory to the AgentCompany, dated the date that the opinion is required to be delivered, substantially similar to in the form attached hereto as Exhibit 7(m)-47(n)(3) and (iv) a written opinion of Xxxxx Xxxxxx, general counsel of the Company, in the form attached hereto as Exhibit 7(n)(4), each in form and substance reasonably satisfactory to X. Xxxxx Securities. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause to be furnished to X. Xxxxx Securities the Agent a written opinions and negative assurance letter of Company Counsel, modified, as necessary, Counsel in form and substance reasonably satisfactory to relate to the Registration Statement and the Prospectus as then amended or supplementedX. Xxxxx Securities; provided that, in lieu of any such opinion or negative assurance letter for subsequent periodic filings under the Exchange Act, Company Counsel may furnish the Agent X. Xxxxx Securities with a letter (a “Reliance Letter”) to the effect that the Agent X. Xxxxx Securities may rely on the opinion or negative assurance letter previously delivered under this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of that the first Placement Notice given hereunder the Company shall cause to be furnished Securities are sold pursuant to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion terms of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafterthis Agreement, within five three (53) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) C for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter Mxxxxxx Lxxxx written opinions of Sxxxxx Xxxxxxx (US) LLP, MxXxxxxx Hxxxxxx L.L.C. and internal counsel (collectively, “Company Counsel”), or other counsel satisfactory to Mxxxxxx Lxxxx, in form and substance satisfactory to Mxxxxxx Lxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D1, Exhibit D2 and Exhibit D3 modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel counsel may furnish the Agent fxxxxxx Xxxxxxx Lxxxx with a letter (a “Reliance Letter”) to the effect that the Agent Mxxxxxx Lxxxx may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Representation Date).

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder hereunder, the Company shall cause to be furnished to the Agent (i) a MLV written opinion, a opinions and negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. LeClairRyan, A Professional Corporation (“Company Counsel”), or other counsel reasonably satisfactory to MLV, covering opinions and statements substantially in the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form forms attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xxas Exhibits 7(m)(1) a written opinion of Xxxxxxx LLP (“Maryland Counsel”and 7(m)(2), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of after each subsequent Representation Date Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(1) for which no waiver is applicable, the Company shall cause to be furnished to the Agent MLV a negative assurance letter of Company Counsel, or other counsel reasonably satisfactory to MLV, in the form attached hereto as Exhibit 7(m)(2), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, the Company shall be required to furnish to MLV no more than one negative assurance letter hereunder per calendar quarter; provided, further, that in lieu of such negative assurance letter letters for subsequent periodic filings under the Exchange Act, Company Counsel may furnish the Agent MLV with a letter (a “Reliance Letter”) to the effect that the Agent MLV may rely on the a prior negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. (i) On or prior to the date of the first Placement Notice given hereunder this Agreement the Company shall cause to be furnished to the Agent (i) Northland a written opinion, opinion and a negative assurance letter and a written tax opinion statement of Xxxxxx & Xxxxxx L.L.P. Kxxxx Xxxx LLP, or other counsel reasonably satisfactory to Northland (“Company Counsel”), or other counsel in form and substance reasonably satisfactory to Northland and its counsel, of the Agentsame tenor as the opinions and letters referred to in Section 8(e), dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to delivered (the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx “Opinion Date”) and (xxii) a written opinion within the later of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within A) five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which 1 (to the extent that no waiver is applicablein effect), but in any event not more than once per calendar quarter, unless Northland agrees otherwise, the Company shall cause to be furnished to the Agent Northland a written opinion and negative assurance letter of Company Counsel, in form and substance reasonably satisfactory to Northland and its counsel, of the same tenor as the opinions and letters referred to in Section 8(e), dated the Opinion Date, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such a negative assurance letter for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel counsel may furnish the Agent Northland with a letter (a “Reliance Letter”) to the effect that the Agent Northland may rely on the a prior negative assurance letter previously delivered under this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the such Reliance Letter).

Legal Opinion. (i) On or prior to the date of the first Placement Notice given hereunder First Delivery Date, the Company shall cause to be furnished to the Agent (i) HCW a written opinion, a opinion and negative assurance letter and a written tax opinion of Xxxxxx Ellenoff Xxxxxxxx & Xxxxxx L.L.P. Schole LLP, or other counsel reasonably satisfactory to HCW (“Company Counsel”), or other and a written opinion of Xxxxxxxxxx Xxxxxxxx PC, special patent counsel to the Company, in form and substance reasonably satisfactory to the AgentHCW and its counsel, dated the date that such opinion opinions and negative assurance letter are required to be delivered, substantially similar to delivered and (ii) within the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx later of (xxA) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m), and (B) for which no waiver the date a Placement Notice is applicablefirst delivered by the Company following a Representation Date, but in any event not more than once per calendar quarter, the Company shall cause to be furnished to the Agent HCW a negative assurance letter of Company Counsel, in form and substance reasonably satisfactory to HCW and its counsel, dated the date of delivery of the negative assurance letter (the “Opinion Date”), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter letters for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel counsel may furnish the Agent HCW with a letter (a “Reliance Letter”) to the effect that the Agent HCW may rely on the a prior negative assurance letter previously delivered under this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Representation Date).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx MxXxxxxxx Will & Xxxxxx L.L.P. (“Company Counsel”)Exxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, in each case substantially similar to in the form attached hereto Exhibit 7(m)-4previously agreed between the Company and the Sales Agent. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of the Company CounselCounsel substantially in the form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if the Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then the Company 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 to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior to No later than ten Trading Days following the date of the first each Placement Notice given hereunder hereunder, the Company shall cause to be furnished to the Agent (i) Xx Xxxxx a written opinionopinion of Xxxxxxx Xxxx and Xxxxxxx (“Bermuda Company Counsel”), a negative assurance letter or other counsel reasonably satisfactory to Xx Xxxxx, in form and substance satisfactory to Xx Xxxxx and its counsel, dated the date of the Placement Notice, substantially similar to the form attached hereto as Exhibit 7(n)(1)(A) and a written tax opinion of Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to the AgentXx Xxxxx, in form and substance satisfactory to Xx Xxxxx and its counsel, dated the date that such opinion and negative assurance letter are required to be deliveredof the Placement Notice, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”as Exhibit 7(n)(1)(B), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counselrespectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, the Company shall be required to furnish to Xx Xxxxx no more than one opinion from each Counsel hereunder per calendar quarter; provided, further, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActPlacement Notices, Company Counsel counsel may furnish the Agent Xx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Agent Xx Xxxxx may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance LetterPlacement Notice).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx Mxxxxx, Xxxxx & Xxxxxx L.L.P. (“Company Counsel”)Bxxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, Sales Agent (“Company Counsel”) substantially similar to in the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to previously agreed between the Company and the Sales Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of Company CounselCounsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance substantially in the forms previously agreed between the Company and the Sales Agent, then Company Counsel may, in lieu respect of such negative assurance letter for subsequent periodic filings under the Exchange Actany future Representation Date, Company 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 the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior (i) Prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent and (iii) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. within three (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (53) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent Agent: (A) (i) a written opinion and negative assurance letter of Xxxx & Loeb LLP and (ii) a written opinion of Xxxxxxx & Xxxx LLP (collectively with Xxxx & Loeb LLP, “Company Counsel”) addressed to the Agent, each in form and substance reasonably satisfactory to the Agent and its counsel; and of other counsel satisfactory to the Agent, in form and substance satisfactory to 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 thatprovided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. (1) On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent and (i2) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a negative assurance letter written opinion of Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented and written negative assurances of Company Counsel; provided thatprovided, however, the Company shall be required to furnish to Agent no more than one opinion 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 negative assurance letter opinions for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx MxXxxxxxx Will & Xxxxxx L.L.P. (“Company Counsel”)Exxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to in the form attached hereto Exhibit 7(m)-4previously agreed between the Company and the Sales Agent. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of Company CounselCounsel substantially in the form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of counsel, substantially in the form previously agreed between the Company and the Sales Agent, then Company Counsel may, in lieu respect of such negative assurance letter for subsequent periodic filings under the Exchange Actany future Representation Date, Company Counsel may furnish the Sales Agent with a letter signed by counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior (1) Prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent and (i2) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a negative assurance letter written opinion of Ropes & Xxxx LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance reasonably satisfactory to 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 thatprovided, however, the Company shall be required to furnish to Agent no more than one opinion 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 negative assurance letter opinions for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder hereunder, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. Mxxxx Xxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form forms attached hereto Xxxxxxxx 0(x)-0as Exhibits 7(m)-1, 0(x)-0 xxx 0(x)-07(m)-2 and 7(m)-3, xxx and (xxii) a written opinion of Xxxxxxx Vxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided that, in lieu of such negative assurance letter for subsequent periodic filings under the Exchange Act, Company Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx Dxxxxx & Xxxxxx L.L.P. (“Company Counsel”)Wxxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to substantially in the forms previously agreed between the Company and the Sales Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of Company CounselCounsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then each Company 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 to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior (i) Prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent and (iii) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. within three (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (53) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent Agent: (A) a written opinion and negative assurance letter and a written opinion regarding certain of the Company’s intellectual property and certain disclosure related thereto of Sxxxxxxx, Mxxxxx, Rxxxxxx & Hxxxxxx LLP (“Company Counsel”) addressed to the Agent, in form and substance satisfactory to the Agent and its counsel; (B) a written opinion of Aura IP Law regarding the Company’s intellectual property and certain disclosure related thereto (“IP Counsel”) addressed to the Agent, in form and substance satisfactory to the Agent and its counsel; and of other counsel satisfactory to the Agent, in form and substance satisfactory to 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 thatprovided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of that the first Placement Notice given hereunder Securities are sold pursuant to the Company terms of this Agreement, within three (3) Trading Days of each Representation Date with respect to which the Transaction Entities are obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, the Transaction Entities shall cause to be furnished to the Agent (i) SunTrust Xxxxxxxx Xxxxxxxx a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. Xxxxxxxx Xxxxx LLP, counsel to the Transaction Entities (“Company Counsel”)) and Xxxxxxx LLP, or other special Maryland counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Company (“Maryland Counsel”), or other counsel reasonably satisfactory to the AgentSunTrust Xxxxxxxx Xxxxxxxx, in form and substance satisfactory to SunTrust Xxxxxxxx Xxxxxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableC-1 and Exhibit C-2, the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counselrespectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel counsel may furnish the Agent SunTrust Xxxxxxxx Xxxxxxxx with a letter (a “Reliance Letter”) to the effect that the Agent SunTrust Xxxxxxxx Xxxxxxxx may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Representation Date).

Legal Opinion. On or prior to the date of that the first Placement Notice given hereunder the Company shall cause to be furnished Securities are sold pursuant to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion terms of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafterthis Agreement, within five three (53) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) C for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter Xxxxxxx Xxxxx written opinions of Xxxxxx Xxxxxxx (US) LLP, XxXxxxxx Xxxxxxx L.L.C. and internal counsel (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D1, Exhibit D2 and Exhibit D3 modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel counsel may furnish the Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Agent may Xxxxxxx Xxxxx xxx rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Representation Date).

Legal Opinion. On or prior (1) Prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent and (i2) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(l) for which no waiver Waiver Period is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a negative assurance letter written opinion and 10b-5 statement of Xxxxxxxxxx Xxxxxxx LLP (“U.S. Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to 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, a written opinion of Xxxxxx Xxxxxxx LLP (“Canadian Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to 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 and a written opinion of Xxxxxxx Xxxxx, S.C. (“Company IP Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to 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 thatprovided, however, the Company shall be required to furnish to the Agent no more than one opinion from each counsel hereunder per calendar quarter; provided, further, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of that the first Placement Notice given hereunder the Company shall cause to be furnished Securities are sold pursuant to the Agent terms of this Agreement, and within three (i) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (53) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) E for which no waiver is applicable, the Company shall cause to be furnished to the Agent KeyBanc (i) a negative assurance letter written opinion of Paxx Xxxxxxxx XLP (“Company Counsel”), or other counsel satisfactory to KeyBanc, in form and substance satisfactory to KeyBanc and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibits F-1, F-2 and F-3, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and (ii) a written opinion of Vexxxxx XLP, Maryland counsel for the Company (“Maryland Counsel”), or other counsel satisfactory to KeyBanc, in form and substance satisfactory to KeyBanc and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached as Exhibit G, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel any such counsel may furnish the Agent KeyBanc with a letter (a “Reliance Letter”) to the effect that the Agent KeyBanc may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Representation Date).

Legal Opinion. On or prior (1) Prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent and (i2) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a negative assurance letter written opinion of Gracin & Mxxxxx, LLP (“Company Counsel”), a written opinion of Pxxxxxx Xxxxx & Lxxxxxx (“Company Nevada Counsel”), a written opinion of Cxxxxx LLP (“Company Regulatory Counsel”) and a written opinion of Cxxxxx LLP (“Company IP Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, substantially similar to the form attached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of that the first Placement Notice given hereunder the Company shall cause to be furnished Units are sold pursuant to the Agent (i) a written opinion, a negative assurance letter terms of this Agreement and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause to be furnished to the Agent Mxxxxx Txxxx a negative assurance letter written opinion of Axxxxxx Xxxxx LLP (“Company Counsel”) or other counsel satisfactory to Mxxxxx Txxxx, and the Vice President and General Counsel of the General Partner (the “General Counsel”), in form and substance reasonably satisfactory to Mxxxxx Txxxx and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n)(1) and Exhibit 7(n)(2), as applicable, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel counsel may furnish the Agent Mxxxxx Txxxx with a letter (a “Reliance Letter”) to the effect that the Agent Mxxxxx Txxxx may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Representation Date).

Legal Opinion. On or prior to the date of that the first Placement Notice given hereunder Securities are sold pursuant to the Company terms of this Agreement, and within three (3) Trading Days of each Representation Date with respect to which the Transaction Entities are obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, the Transaction Entities shall cause to be furnished to the Agent (i) Jefferies a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. Xxxxxxxx Xxxxx LLP, counsel to the Transaction Entities (“Company Counsel”), or other and Xxxxxxx LLP, special Maryland counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Company (“Maryland Counsel”), or other counsel reasonably satisfactory to the AgentJefferies, in form and substance satisfactory to Jefferies and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableC-1 and Exhibit C-2, the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counselrespectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel counsel may furnish the Agent Jefferies with a letter (a “Reliance Letter”) to the effect that the Agent Jefferies may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Representation Date).

Legal Opinion. On or prior (1) Prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent and (i2) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, Lxxxxx & Wxxxxxx LLP, counsel to the Agent (“Agent’s Counsel”), shall furnish to the Agent a written opinion and the Company shall cause to be furnished to the Agent a negative assurance letter written opinion of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP (“Company Counsel”) and a written opinion of Fxxxx & Lardner LLP (“Intellectual Property Counsel”), or other counsel reasonably satisfactory to the Agent, in each case in form and substance reasonably satisfactory to Agent, substantially similar to the form previously provided to the Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, Agent’s Counsel and the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter and the written opinion of Company Intellectual Property Counsel shall only be required on or prior to the date on which the first Placement Notice is delivered; provided, further, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior (1) Prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent and (i2) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent (a) a negative assurance letter written opinion and 10b-5 statement of Axxxxx & Bird LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to 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 (b) a written opinion of MxXxxxxx Carano LLP, Nevada counsel for the Company, or other counsel satisfactory to the Agent, in form and substance satisfactory to 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 and (c) a written opinion of Axxxxx & Bird LLP, intellectual property counsel for the Company, or other counsel satisfactory to the Agent, in form and substance satisfactory to 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 thatprovided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of that the first Placement Notice given hereunder the Company shall cause to be furnished Shares are sold pursuant to the Agent terms of this Agreement and within three (i) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (53) Trading Days 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 7(lExhibits 9(m)(i), 9(m)(ii) and 9(m)(iii) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter (i) the written opinions of Sidley Austin LLP (“Company Counsel”), (ii) the written opinion of Xxxxxxx LLP (“Maryland Counsel”) and (iii) the written opinion of the Senior Managing Director and Chief Legal Officer and Secretary of the Company (“Internal Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the form attached hereto as Exhibit 9(n)(i), Exhibit 9(n)(ii), Exhibit 9(n)(iii) and Exhibit 9(n)(iv), each such opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, each of Company Counsel, Maryland Counsel and Internal Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m9(n) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In giving any such opinion, Sidley Austin LLP may rely as to matters involving the laws of the date State of Maryland upon the Reliance Letter)opinion of Xxxxxxx LLP or other Maryland counsel reasonably satisfactory to the Agent.

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”)Pxxx Xxxxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated Sales Agent (“SEC Counsel”) and (ii) the date that such written opinion and negative assurance letter are required to be deliveredof MxXxxxx Bxxx PLLC, substantially similar intellectual property counsel to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”)Company, or other counsel reasonably satisfactory to the Sales Agent (“Intellectual Property Counsel” and, together with SEC Counsel, “Company Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of each Company CounselCounsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then each Company 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 to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. (1) On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent and (i2) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of from Xxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, substantially similar to the forms 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 thatprovided, however, the Company shall be required to furnish to the Agent no more than one opinion hereunder per calendar year within five (5) Trading Days of each Representation Date related to the Company’s filing of its annual report on Form 10-K (each a “10-K Filing Event”); provided, further, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior (i) Prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent and (iii) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. within three (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (53) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent Agent: (A) a written opinion and negative assurance letter of Sxxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”) addressed to the Agent, in form and substance satisfactory to the Agent and its counsel; or (B) a written opinion and negative assurance of other counsel satisfactory to the Agent and in form and substance satisfactory to Agent and its counsel; which, in each case of such subsequent written opinions and negative assurance, shall be 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 thatprovided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of that the first Placement Notice given hereunder Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to UBS Securities as principal on a Settlement Date and within three (3) Trading Days of each Representation Date with respect to which the Company, the Adviser and the Administrator are obligated to deliver a certificate in the form attached hereto as Exhibit D-1 or Exhibit D-2, as applicable, for which no waiver is applicable, the Company shall cause to be furnished to the Agent UBS Securities written opinions of Dechert LLP (i) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“"Company Counsel”"), or other counsel reasonably satisfactory to the AgentUBS Securities, dated the date that such opinion in form and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably substance satisfactory to the AgentUBS Securities and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter of Company CounselE, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel any such counsel may furnish the Agent UBS Securities with a letter (a “Reliance Letter”) to the effect that the Agent UBS Securities may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Representation Date).

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent MLV (i) a written opinion, a opinion and negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company CounselPillsbury”), or other counsel reasonably satisfactory to the AgentMLV, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to in the form attached hereto Xxxxxxxx 0(x)-0as Exhibit 7(m)(1) and 7(m)(2), 0(x)-0 xxx 0(x)-0respectively, xxx and (xxii) a written opinion of Xxxxxxx LLP Xxxxxxxx Mori & Tomotsune (“Maryland Xxxxxxxx Mori” and, together with Pillsbury, “Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to in the form attached hereto as Exhibit 7(m)-47(m)(1). Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, and not more than once per calendar quarter, the Company shall cause to be furnished to MLV a written opinion of each Company Counsel in the Agent form attached hereto as Exhibit 7(m)(1) and a negative assurance letter of Company CounselPillsbury in the form attached hereto as Exhibit 7(m)(2), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided that, in lieu of such negative assurance letter for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent MLV with a letter (a “Reliance Letter”) to the effect that the Agent MLV may rely on the negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”)Lucosky Xxxxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to in the form attached hereto Exhibit 7(m)-4previously agreed between the Company and the Sales Agent. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then each Company 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 to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”)Xxxxxxx LLP, counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), and (ii) the written opinions and negative assurances of Xxxxxx LLP and Sterne, Kessler, Xxxxxxxxx & Xxx P.L.L.C., intellectual property counsels to the Company, or other counsel reasonably satisfactory to the AgentSales Agent (“Company IP Counsels”), dated the date that the opinion is required to be delivered, substantially similar in each case in form and substance reasonably satisfactory to the form attached hereto Exhibit 7(m)-4Sales Agent. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinions and negative assurance letter of Company CounselCounsel and Company IP Counsels substantially in the form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if Company Counsel or Company IP Counsels have previously furnished to the Sales Agent such written opinions and negative assurance substantially in the form previously agreed between the Company and the Sales Agent, such counsel may, in lieu respect of such negative assurance letter for subsequent periodic filings under the Exchange Actany future Representation Date, Company 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 the prior opinions and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxx Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”)LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx Sales Agent (xx) a written opinion of Xxxxxxx LLP (“Maryland "Company Counsel”"), or other counsel reasonably satisfactory to in each case substantially in the forms previously agreed between the Company and the Sales Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of the Company CounselCounsel substantially in the form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if the Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel substantially in the form previously agreed between the Company and the Sales Agent, then the Company Counsel 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 letter for subsequent periodic filings under the Exchange Act, Company Counsel may furnish the Agent with a letter (a “Reliance Letter”) of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. (1) On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent and (i2) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent (i) a written opinion and negative assurance letter of Company CounselXxxxxx & Xxxxxx LLP, outside United States securities law counsel for the Company, or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to the Agent and its counsel, substantially similar to the form attached hereto as Exhibit B-1, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented and (ii) a written opinion of Cozen X’Xxxxxx LLP, outside Canadian counsel for the Company, or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to the Agent and its counsel, substantially similar to the form attached hereto as Exhibit B-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, the Company shall be required to furnish to the Agent no more than one opinion and negative assurance letter from each of Xxxxxx & Xxxxxx LLP and one opinion from Cozen X’Xxxxxx LLP hereunder per calendar quarter; provided, further, that in lieu of such opinions or negative assurance letter letters for subsequent periodic filings under the Exchange Act, Company Counsel counsels may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the a prior opinion or negative assurance letter previously ​ letter, as the case may be, delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).;

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”)Xxxxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to substantially in the forms previously agreed between the Company and the Sales Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of Company CounselCounsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then each Company 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 to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx Xxxxxxxx Xxxxxxx & Xxxxxx L.L.P. (“Company Counsel”)Citron, LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to in the form attached hereto Exhibit 7(m)-4previously agreed between the Company and the Sales Agent. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of Company CounselCounsel substantially in the form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then Company Counsel may may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (a the “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. (i) On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent and (iii) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section ‎7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent Agents a negative assurance letter written opinion of each of Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP, Hxxxxxxx & Bxxxx, LLP, Jxxxx Day and Mxxxxx, Xxxxx & Bxxxxxx LLP (each, a “Company Counsel”), or other counsel reasonably satisfactory to the Agents, dated the date that the opinion is required to be delivered pursuant to the terms of this Agreement, substantially similar to the form previously provided to the Agents and their counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, the Company shall be required to furnish to the Agents no more than one opinion from each Company Counsel per calendar quarter; provided, further, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent Agents with a letter (a “Reliance Letter”) to the effect that the Agent Agents may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m‎7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. (i) On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent Notice, and (iii) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section ‎7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent (A) a written opinion and negative assurance letter of Gxxxxxxxx Txxxxxx, LLP (“Gxxxxxxxx Txxxxxx”) and (B) a negative assurance letter of Company CounselHeuston Hxxxxxxx LLP (“Heuston Hxxxxxxx”), or in each case, such other counsel satisfactory to the Agent, addressed to the Agent, in form and substance satisfactory to the Agent and its counsel, and 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 thatprovided, however, that the Company shall not be required to furnish to the Agent more than one opinion hereunder per Representation Date; and provided, further, however, that in lieu of such opinion and/or negative assurance letter letters for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel each of Gxxxxxxxx Txxxxxx and Hxxxxxx Hxxxxxxx may furnish the Agent with a respective letter (a “Reliance Letter”) to the effect that the Agent may rely on the a prior opinion and/or negative assurance letter previously delivered under this Section 7(m‎7(m) to the same extent as if it were dated the date of such letter Reliance 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 amended or supplemented as of the date of the such Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”)Rxxx Xxxxx, LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to in each case substantially in the forms previously agreed between the Company and the Sales Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of the Company CounselCounsel substantially in the form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if the Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel substantially in the form previously agreed between the Company and the Sales Agent, then the Company Counsel may, in lieu respect of such negative assurance letter for subsequent periodic filings under the Exchange Actany future Representation Date, Company 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 the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior to the date of that the first Placement Notice given hereunder the Company shall cause to be furnished Securities are sold pursuant to the Agent terms of this Agreement, and within three (i) a written opinion, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (53) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) E for which no waiver is applicable, the Company shall cause to be furnished to the Agent Jefferies (i) a negative assurance letter written opinion of Pxxx Xxxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Jefferies, in form and substance satisfactory to Jefferies and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibits F-1, F-2 and F-3, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and (ii) a written opinion of Vxxxxxx LLP, Maryland counsel for the Company (“Maryland Counsel”), or other counsel satisfactory to Jefferies, in form and substance satisfactory to Jefferies and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached as Exhibit G, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that in lieu of such negative assurance letter opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, Company Counsel any such counsel may furnish the Agent Jefferies with a letter (a “Reliance Letter”) to the effect that the Agent Jefferies may rely on the negative assurance letter previously a prior opinion delivered under this Section 7(m7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior letter opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letterat such Representation Date).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, 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 Xxxxxx & Xxxxxx L.L.P. (“Company Counsel”)Oxxxxx Frome Wxxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP Sales Agent (“Maryland Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, in each case substantially similar to in the form attached hereto Exhibit 7(m)-4previously agreed between the Company and the Sales Agent. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinion and negative assurance letter of the Company CounselCounsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if the Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in lieu of such negative assurance letter for subsequent periodic filings under each case substantially in the Exchange Actforms previously agreed between the Company and the Sales Agent, then the Company 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 to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent (i) a Leerink written opinion, opinions and a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. Xxxxxxxxx Xxxx and Xxxx LLP (“Company Counsel”), Xxxxxxx Procter LLP (‘Company IP Counsel”) or other counsel reasonably satisfactory to the Agent, dated the date that such opinion and negative assurance letter are required to be deliveredLeerink, substantially similar to in the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xx) a written opinion of Xxxxxxx LLP (“Maryland Counsel”as Exhibit 7(m)(1), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto Exhibit 7(m)-4. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, and not more than once per calendar quarter, the Company shall cause to be furnished to the Agent Leerink a negative assurance written letter of Company CounselCounsel substantially in the form attached hereto as Exhibit 7(m)(2), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided that, in lieu of such negative assurance letter for subsequent periodic filings under the Exchange Act, Company Counsel counsel may furnish the Agent Leerink with a letter (a “Reliance Letter”) to the effect that the Agent Leerink may rely on the negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of (i) a written opinionSichenzia Rxxx Xxxxxxx LLP, a negative assurance letter and a written tax opinion of Xxxxxx & Xxxxxx L.L.P. as counsel to the Company (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that such opinion ) and negative assurance letter are required to be delivered, substantially similar to the form attached hereto Xxxxxxxx 0(x)-0, 0(x)-0 xxx 0(x)-0, xxx (xxii) a written opinion of Xxxxxxx Vxxxxxx LLP (“Maryland CounselVenable”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially similar to in the form attached hereto Exhibit 7(m)-4previously agreed between the Company and the Sales Agent. Thereafter, within five three (53) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent a the written opinions and negative assurance letter assurances of Company CounselCounsel and Venable substantially in the form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided thatprovided, however, that if Company Counsel or Venable has previously furnished to the Sales Agent such written opinion and negative assurance, in lieu of such negative assurance letter for subsequent periodic filings under substantially the Exchange Actform previously agreed between the Company and the Sales Agent, then Company Counsel may and Venable may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance letter previously of such counsel delivered under pursuant to this Section 7(m7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior letter opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of to the date of the such Reliance Letter).