Common use of Legal Opinions Clause in Contracts

Legal Opinions. On or prior to the date that the Shares are first sold pursuant to the terms of this Agreement and within five (5) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that of the Shares are first sold pursuant to the terms of this Agreement Issuance Notice and within five three (53) Trading Days after of each Representation Triggering Event Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant to Section 4(o) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Placement Agent (i) Agents a written legal opinion letter (which shall contain a negative assurances statement) of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel to the Company, the written legal opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx PC (limited to confirming the matters addressed in clause 2(y)), special counsel to the Company, and a negative assurance assurances letter and the written legal opinion of Hunton Xxxxx Xxxx & Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”)Agents, or other counsel satisfactory to each dated the Placement Agentdate of delivery, in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel form previously provided to the Placement Agent (“Counsel Agents and their counsel, modified, as necessary, to relate to the Placement Agent”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date supplemented; provided that the opinion is Company shall be required to be delivered; provided, however, that in furnish no more than one opinion from each such counsel per each filing of an annual report on Form 10-K or quarterly report on Form 10-Q. In lieu of such opinions for subsequent Representation Datesperiodic filings, counsel in the discretion of the Agents, the Company may furnish the Placement Agent with a reliance letter (a “Reliance Letter”) from such counsel to the effect that Agents, permitting the Placement Agent may Agents to rely on a prior previously delivered opinion delivered under this Section 7(p) to the same extent letter, modified as if it were dated the date appropriate for any passage of such letter time or Triggering Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Triggering Event Date).

Legal Opinions. On or prior to the date that the Shares first Securities are first sold pursuant to the terms of this Agreement and within five each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (53) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G E for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a Xxxxxxx Xxxxx written opinion and negative assurance letter opinions of Hunton & Pillsbury Xxxxxxxx LLP, corporate counsel to the Company Xxxx Xxxxxxx LLP (“Company Corporate Counsel”), or other counsel satisfactory to the Placement AgentXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Placement Agent Xxxxxxx Xxxxx and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms attached hereto as Exhibit DD-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxxxx Xxxxx and its counsel, and (ii)modified, unless waived by the Placement Agentas necessary, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to relate to the Placement Agent (“Counsel to Registration Statement and the Placement Agent”), Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Placement Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Placement Agent Xxxxxxx Xxxxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that of the Shares are first sold pursuant to the terms of this Agreement Sales Issuance Notice and within five (5) Trading Days after of each Representation Triggering Event Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is and the Operating Partnership are obligated to deliver a certificate pursuant to Section 4(p) for which no waiver is applicable (including, for the avoidance of doubt, a Triggering Event Date deemed to occur upon the Company’s delivery of instructions for the sale of Shares hereunder following a waiver) and excluding the date of this Agreement, a negative assurances letter and the written legal opinion of Xxxxxxxx Chance US LLP, counsel to the Company, in the form attached hereto as Exhibit G for which no waiver is applicableC and to such further effect as the Agent shall reasonably request, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx Xxxxxxx LLP, corporate Maryland counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement AgentCompany, in the form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit DD and to such further effect as the Agent shall reasonably request, and (ii)Xxxxxxxx Chance LLP, unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., tax counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement AgentCompany, in the form attached hereto as Exhibit E and substance to such further effect as the Agent shall reasonably satisfactory to the Placement Agentrequest, each dated the date that of delivery, modified, as necessary, to relate to the opinion is required to be delivered; providedRegistration Statement, however, that in the Time of Sale Prospectus and the Prospectus as then amended or supplemented. In lieu of such opinions for subsequent Representation Datesperiodic filings, counsel in the discretion of the Agent, the Company may furnish the Placement Agent with a reliance letter (a “Reliance Letter”) from such counsel to the effect that Agent, permitting the Placement Agent may to rely on a prior previously delivered opinion delivered under this Section 7(p) to the same extent letter, modified as if it were dated the date appropriate for any passage of such letter time or Triggering Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as amended or supplemented at as of such Representation Triggering Event Date).

Legal Opinions. (A) On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each 10-K Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is and the Manager are obligated to deliver a certificate certificates in the form forms attached hereto as Exhibit G Exhibits G-1 and G-2 for which no waiver is applicable, the Company shall cause to be furnished to the Placement Sales Agent (i) a the written opinion and negative assurance letter opinions of Hunton & Xxxxxxxx Xxxxxxx Xxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Sales Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms attached hereto as Exhibit DExhibits E-1 and F, and (ii)B) the Company shall cause to be furnished to the Sales Agent the written opinions of Company Counsel and Xxxxxxx LLP, or other counsel satisfactory to the Sales Agent, in form and substance reasonably satisfactory to the Sales Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibits E-2 and F unless waived by the Placement Sales Agent, and a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Sales Agent (“Counsel to the Placement Sales Agent”), or other counsel satisfactory to the Placement Sales Agent, in form and substance reasonably satisfactory to the Placement Sales Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Datesopinions, counsel may furnish the Placement Sales Agent with a letter (a “Reliance Letter”) to the effect that the Placement Sales Agent may rely on a prior opinion delivered under this Section 7(p8(r) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date)letter.

Legal Opinions. On or prior If and to the date that extent reasonably requested by the Shares are first sold Agents pursuant to their due diligence review under Section 3(t) below, on the terms date of execution of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) K Representation Date with respect to which the Company is and the Manager are obligated to deliver a an officers’ certificate in for which no waiver is applicable (or the form attached hereto as Exhibit G next occurring Representation Date for which no waiver is applicable, if the Form 10-K Representation Date is waived), (A) the Company shall cause to be furnished to the Placement Agent Agents the written opinion of Xxxxxxx & Knight LLP, counsel to the Company, substantially in the form attached hereto as Exhibit A (ithe “Corporate Counsel Opinion”) and the written opinion of Xxxxx Xxxxx LLP, special tax counsel to the Company, substantially in the form attached hereto as Exhibit B (the “Tax Opinion” and together with the Corporate Counsel Opinion, the “Company Counsel Opinions”) and (B) Xxxxx Xxxxxx LLP, counsel to the Agents, shall furnish to the Agents a written opinion and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agents (the “Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement AgentOpinion”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in the case of a 10-K Representation Date, in lieu of such opinions for subsequent Representation Datesopinions, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p3(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date)letter.

Legal Opinions. On or prior to the date that the Shares are of first sold pursuant to the terms of this Agreement Issuance Notice and within five three (53) Trading Days after of (i) the Company’s filing of its annual report on Form 20-F under the Exchange Act and (ii) each Representation Date (excluding Representation Dates with regard to the time filing by the Company files its Quarterly Reports of a report on Form 106-QK under the Exchange Act containing financial information which is incorporated by reference into the Registration Statement and Prospectus (each of (i) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicableand (ii), an “Opinion Representation Date”), the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton Xxxxxxxx & Xxxxxxxx LLP, corporate counsel to the Company Xxxxx LLP (“U.S. Company Corporate Counsel”), ) and a written opinion of De Brauw Blackstone Westbroek N.V. (“Dutch Company Counsel”) or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii4(m), unless waived by the Placement Agentrespectively, a written opinion of Xxxxxx & Xxxxxx L.L.P.each modified, counsel as necessary, to relate to the Placement Agent (“Counsel to Registration Statement and the Placement Agent”), Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu of such opinions for subsequent Opinion Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p4(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Opinion Representation Date). The requirement to provide the opinions under this Section 4(m) shall be waived for any Opinion Representation Date occurring at a time at which no Issuance Notice is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following an Opinion Representation Date when the Company relied on such waiver and did not provide the Agent with the opinions under this Section 4(m), then before the Company delivers the Issuance Notice or the Agent sells any Shares, the Company shall provide the Agent with the opinions, substantially similar to the forms attached hereto as Exhibit 4(m), dated the date of the Issuance Notice.

Legal Opinions. On or prior to (1) Within five Trading Days of the date that the Shares are first sold pursuant to the terms of this Agreement and (2) within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) MLV written opinions of Ledgewood, a written opinion and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel to the Company professional corporation (“Company Corporate Counsel”), or other counsel satisfactory to the Placement AgentMLV, in form and substance reasonably satisfactory to the Placement Agent MLV and its counsel, dated the date that such opinion and negative assurance letter the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D7(m)(i) and Exhibit 7(m)(ii), and, as to matters of Maryland law, Company Counsel may rely on Maryland counsel acceptable to MLV, and (ii), unless waived by the Placement Agent, Company shall cause to be furnished to MLV a written opinion of Xxxxxx & Xxxxxx L.L.P., such Maryland counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement AgentMLV and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(m)(iii), each such opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and with customary assumptions and exceptions; provided, however, the Company shall be required to furnish to MLV no more than one of each such opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent MLV with a letter (a “Reliance Letter”) to the effect that the Placement Agent MLV may rely on a prior opinion delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that of the Shares are first sold pursuant Placement Notice given hereunder, the Partnership shall cause to be furnished to the terms Agents written opinions of this Agreement Xxxxxx & Xxxxxxx LLP (“Partnership Counsel”) and a negative assurance letter of Xxxxxx & Xxxxxxx LLP, or other counsel reasonably satisfactory to the Agents, in the form attached hereto as Exhibit 7(m)(i). On or prior to the date of the first Placement Notice given hereunder, the Partnership shall cause to be furnished to the Agents written opinions of Morris, Nichols, Arsht & Xxxxxxx LLP, or other counsel reasonably satisfactory to the Agents, in the form attached hereto as Exhibit 7(m)(ii). Thereafter, within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company Partnership is obligated to deliver a certificate in the form attached hereto as Exhibit G 7(l) for which no waiver is applicable, and not more than once per calendar quarter, the Company Partnership shall cause to be furnished to the Placement Agent (i) Agents a written opinion and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel Xxxxxxx LLP providing negative assurance with respect to matters disclosed in the Placement Agent (“Counsel to Prospectus as of the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredApplicable Time; provided, however, that in lieu of such opinions negative assurance for subsequent Representation Datesperiodic filings under the Exchange Act, counsel Partnership Counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion the negative assurance letter previously delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. (1) On or prior to the date that of the Shares are first sold pursuant to the terms of this Agreement Placement Notice and (2) within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton each of (A) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, corporate counsel to the Company LLP (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel(B) Xxxxx, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P.XxXxxxxx, counsel to the Placement Agent P.C. (“Counsel to the Placement AgentRegulatory Counsel”), or other counsel satisfactory to the Placement Agent and (C) Xxxxxxx Xxxx & Friedrich LLP (“IP Counsel”), or other counsel satisfactory to the Agent, in each case in form and substance reasonably satisfactory to the Placement AgentAgent and its counsel, dated substantially in the date that form provided to the opinion is required to be deliveredAgent and its counsel; provided, however, the Company shall be required to furnish to the Agent no more than one opinion from each of Company Counsel, Regulatory Counsel and the IP Counsel hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five two (52) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G E for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx Xxxxx Xxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx Procter LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that of the Shares are first sold pursuant Issuance Notice and on or prior to the terms of this Agreement and within five (5) Trading Days after each Representation Triggering Event Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant to Section 4(o) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Placement Agent (i) a negative assurances letter and the written legal opinion and negative assurance letter of Hunton Xxxxx Xxxx & Xxxxxxxx LLP, corporate U.S. counsel to the Company, (ii) a capacity opinion of Bär & Xxxxxx, Swiss counsel to the Company, regarding, inter alia, the execution of this agreement and a technical legal opinion confirming, inter alia, the valid issuance of a certain number of new shares required for such Issuance Notice, (iii) the written legal opinion of each of XxXxxxx Xxxx PLLC, Xxxxxxx, Xxxxxx & Xxxxxx LLP, Ice Xxxxxx LLP and Vossius & Partner Patentanwaelte Rechtsanwaelte mbB, each intellectual property counsel to the Company and (“Company Corporate Counsel”)iv) a negative assurances letter and the written legal opinion of Xxxxxxx Procter LLP, or other US counsel satisfactory to the Placement Agent, each dated the date of delivery, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel form previously provided to the Placement Agent (“Counsel and its counsel, modified, as necessary, to relate to the Placement Agent”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in supplemented. In lieu of such opinions for subsequent Representation Datesperiodic filings, counsel in the discretion of the Agent, the Company may furnish the Placement Agent with a reliance letter (a “Reliance Letter”) from such counsel to the effect that Agent, permitting the Placement Agent may to rely on a prior previously delivered opinion delivered under this Section 7(p) to the same extent letter, modified as if it were dated the date appropriate for any passage of such letter time or Triggering Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Triggering Event Date).

Legal Opinions. On or prior to the date that the Shares are first sold Placement Notice is given pursuant to this Agreement, the terms Company shall cause to be furnished to BTIG the written opinions and negative assurance of this Agreement Sichenzia Xxxx Xxxxxxx LLP, as primary outside corporate and securities counsel to the Company, or other counsel reasonably satisfactory to BTIG (“Company Counsel”), and the written opinions and negative assurance of Coastal Patent, as outside intellectual property counsel to the Company, or other counsel reasonably satisfactory to BTIG (“Company IP Counsel”), in each case substantially in the forms previously agreed between the Parties. Thereafter, within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 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 BTIG the Placement Agent (i) a written opinion opinions and negative assurance letter of Hunton & Xxxxxxxx LLPCompany Counsel and Company IP Counsel substantially in the form previously agreed between the Parties, corporate counsel modified, as necessary, to relate to the Company (“Company Corporate Counsel”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that if Company Counsel and Company IP Counsel have previously furnished to BTIG such written opinions and negative assurance substantially in lieu the form previously agreed between the Parties, Company Counsel and Company IP Counsel may, in respect of such opinions for subsequent any future Representation DatesDate, counsel may furnish the Placement Agent BTIG with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Placement Agent BTIG may rely on a the prior opinion opinions and negative assurance of Company Counsel and Company IP Counsel, respectively, delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent and the Alternative Agent (i) a written opinion and negative assurance letter of Hunton Manatt, Xxxxxx & Xxxxxxxx Xxxxxxxx, LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P.LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent and the Alternative Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent and the Alternative Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is and the Manager are obligated to deliver a certificate certificates in the form attached hereto as Exhibit G E and Exhibit F, respectively, for which no waiver is applicable, the Company shall shall, unless waived by the Placement Agent, cause to be furnished to the Placement Agent (i) (w) a written opinion and negative assurance letter of Hunton Xxxxxx & Xxxxxxxx LLPXxxxxx L.L.P., corporate counsel to the Company (“Company Corporate Counsel”), or other (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Xxxxxx Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement AgentAgent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1, Exhibit D-2, Exhibit D-3, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Xxxxxx Ropes & Xxxxxx L.L.P.Gray LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior (1) Prior to the date that of the Shares are first sold pursuant Placement Notice the Company shall cause to be furnished to the terms Agent a written opinion of this Agreement Xxxxxx Xxxxxx Xxxxxxx LLP and a written opinion and negative assurance letter of Xxxxxx LLP (“Company Counsel”) or other counsel reasonably 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 Prospectuses as then amended or supplemented. Thereafter within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant to Section 7(k) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel to the from Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counselAgent, dated the date that such opinion and negative assurance letter are required modified, as necessary, to be delivered, substantially similar relate to the forms attached hereto Registration Statement and the Prospectus as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, the Company shall be required to furnish to the Agent no more than one negative assurance letter from Company Counsel hereunder per calendar quarter and the Company shall not be required to furnish any such negative assurance letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such opinions negative assurance letter for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion negative assurance letter delivered under this Section 7(p7(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. (1) On or prior to the date that the Shares are first sold pursuant to the terms of this Agreement and (2) within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) MLV written opinions of Ledgewood, a written opinion and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel to the Company professional corporation (“Company Corporate Counsel”), or other counsel satisfactory to the Placement AgentMLV, in form and substance reasonably satisfactory to the Placement Agent MLV and its counsel, dated the date that such opinion and negative assurance letter the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D7(m)(i) and Exhibit 7(m)(ii), and, as to matters of Maryland law, Company Counsel may rely on Maryland counsel acceptable to MLV, and (ii), unless waived by the Placement Agent, Company shall cause to be furnished to MLV a written opinion of Xxxxxx & Xxxxxx L.L.P., such Maryland counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement AgentMLV and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(m)(iii), each such opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and with customary assumptions and exceptions; provided, however, the Company shall be required to furnish to MLV no more than one of each such opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent MLV with a letter (a “Reliance Letter”) to the effect that the Placement Agent MLV may rely on a prior opinion delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that of the Shares are first sold pursuant Issuance Notice and on or prior to the terms of this Agreement and within five (5) Trading Days after each Representation Triggering Event Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant to Section 4(o) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Placement Agent (i1) a negative assurances letter and the written legal opinion and negative assurance letter of Hunton Xxxxxx & Xxxxxxxx Xxxxxxx, LLP, corporate counsel to the Company (“Company Corporate Counsel”), and (2) the written legal opinion of Viksnins Xxxxxx Xxxxx Xxxxx LLP, intellectual property counsel to the Company, or other intellectual property counsel to the Company reasonably satisfactory to the Placement AgentAgent (collectively, “IP Counsel”), each dated the date of delivery, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel form previously provided to the Placement Agent (“Counsel and its counsel, modified, as necessary, to relate to the Placement Agent”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that the Company shall be required to furnish no more than one written legal opinion and negative assurance letter of Company Counsel per filing of an annual report on Form 10-K or quarterly report on Form 10-Q; and provided further that the Company shall be required to furnish no more than one written legal opinion of IP Counsel hereunder in any twelve-month period. In lieu of such opinions for subsequent Representation Datesperiodic filings, counsel in the discretion of the Agent, the Company may furnish the Placement Agent with a reliance letter (a “Reliance Letter”) from such counsel to the effect that Agent, permitting the Placement Agent may to rely on a prior previously delivered opinion delivered under this Section 7(p) to the same extent letter and negative assurances letter, modified as if it were dated the date appropriate for any passage of such letter time or Triggering Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Triggering Event Date).

Legal Opinions. On or prior to the date that of the Shares are first sold pursuant Placement Notice given hereunder the Company shall cause to be furnished to the terms Agent customary written opinions and negative assurance letters of this Agreement (i) Xxxxxx Xxxxxx LLP, or other counsel reasonably satisfactory to the Agent (“Company Counsel”), and (ii) Xxxxxx Xxxxxx LLP, or other counsel reasonably satisfactory to the Agent (“Company IP Counsel”). Thereafter, within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 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 Placement Agent (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel Company Counsel and Company IP Counsel relating to the Company (“Company Corporate Counsel”)Registration Statement and the Prospectus as then amended or supplemented; provided that, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions negative assurance for subsequent Representation Datesperiodic filings under the Exchange Act, each counsel may furnish the Placement Agent with a letter (a “Reliance LetterLetter ”) to the effect that the Placement Agent may rely on a prior opinion the negative assurance letter previously delivered by such counsel under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such as of the date of the Reliance Letter). Also, on or prior to the date of the first Placement Notice given hereunder, and within five (5) Trading Days of each Representation Date)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 Agent shall have received the written negative assurance letter of Xxxxxxxxxx Xxxxxxx LLP, counsel to the Agent, in form and substance reasonably satisfactory to the Agent.

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five (5) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports financial statements included in its quarterly or six-month reports on Form 106-QK) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G E for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent Agents (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx Xxxxxxx Procter LLP, U.S. corporate counsel to the Company, and Horn & Co. Law Offices, Israeli corporate counsel to the Company (together, “Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, in substantially similar forms previously agreed to between Company Corporate Counsel and Counsel to the forms attached hereto Placement Agent (as Exhibit Ddefined below), and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx LLP, U.S. corporate counsel to the Placement Agent, and Gornitzky & Xxxxxx L.L.P.Co., Israeli corporate counsel to the Placement Agent (together, “Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that the Company shall be required to furnish to Placement Agent no more than one opinion per each Counsel to the Placement Agent hereunder per fiscal quarter; and provided, further, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that of the Shares are first sold pursuant to the terms of this Agreement Issuance Notice and within five (5) Trading Days after on each Representation Triggering Event Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant to Section 4(o)(A) or Section 4(o)(B) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company Agent shall cause to be furnished to the Placement Agent have received (i) a negative assurances letter and the written legal opinion and negative assurance letter of Hunton Lxxxxx & Xxxxxxxx Wxxxxxx LLP, corporate counsel to the Company Company, and (“Company Corporate Counsel”)ii) a negative assurances letter and the written legal opinion of Cxxxxx LLP, or other patent counsel satisfactory to the Placement AgentCompany, each dated the date of delivery, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel form previously provided to the Placement Agent (“Counsel and its counsel, modified, as necessary, to relate to the Placement Agent”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in the Company shall be required to furnish no more than one opinion and negative assurance letter of each of counsel to the Company and patent counsel to the Company per filing of an annual report on Form 10-K or quarterly report on Form 10-Q. In lieu of such opinions for subsequent Representation Datesperiodic filings, counsel in the discretion of the Agent, the Company may furnish the Placement Agent with a reliance letter (a “Reliance Letter”) from such counsel to the effect that Agent, permitting the Placement Agent may to rely on a prior previously delivered opinion delivered under this Section 7(p) to the same extent letter, modified as if it were dated the date appropriate for any passage of such letter time or Triggering Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Triggering Event Date). The Agent shall also have received a negative assurances letter from Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP, counsel to the Agent, dated as of the date of delivery, in form as substance reasonable satisfactory to Agent, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to give such opinion.

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is and the Manager are obligated to deliver a certificate certificates in the form attached hereto as Exhibit G E and Exhibit F, respectively, for which no waiver is applicable, the Company shall shall, unless waived by the Placement Agent, cause to be furnished to the Placement Agent (i) (w) a written opinion and negative assurance letter of Hunton Xxxxxx & Xxxxxxxx LLPXxxxxx L.L.P., corporate counsel to the Company (“Company Corporate Counsel”), or other (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement AgentAgent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Xxxxxx Ropes & Xxxxxx L.L.P.Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-QQ if and only if the Company has consummated an underwritten public offering of Common Stock (the “Prior Underwritten Offering”) within 30 days prior or subsequent to the filing of such quarterly report on Form 10-Q and customary legal opinions for an underwritten offering were delivered to the underwriters in connection with such Prior Underwritten Offering) with respect to which the Company is obligated to deliver a certificate certificates in the form attached hereto as Exhibit G Exhibits E-1 and E-2 for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a BTIG written opinion and negative assurance letter opinions of Hunton each of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and Xxxxxxx LLP, corporate counsel to the Company and/or the Manager, as the case may be (“Company Corporate Blackstone Counsel”), or other counsel satisfactory to selected by the Placement AgentCompany, in form and substance reasonably satisfactory to the Placement Agent BTIG and its counsel, dated the date that such opinion and negative assurance letter the opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit DXxxxxxxx X-0, X-0, X-0 and D-4 and (ii), unless waived by the Placement AgentBTIG, a written opinion of Xxxxxx & Xxxxxx L.L.P.Xxxx Xxxxxxxx LLP, counsel to the Placement Agent BTIG (“Counsel to the Placement AgentBTIG”), or other counsel satisfactory to the Placement AgentBTIG, in form and substance reasonably satisfactory to the Placement AgentBTIG, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent BTIG with a letter (a “Reliance Letter”) to the effect that the Placement Agent BTIG may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering their opinion as aforesaid, Counsel to BTIG may rely upon an opinion, dated the date such opinion is required to be delivered, of Xxxxxxx LLP, as to matters governed by Maryland law, or such other counsel satisfactory to BTIG.

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five (5) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G E for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx Xxxxxx Frome Xxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P.LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel reasonably satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five (5) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicableAgreement, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton Fenwick & Xxxxxxxx West LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel reasonably satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are required to be delivered, substantially similar in form and substance satisfactory to the forms attached hereto as Exhibit DPlacement Agent, and (ii), unless waived by the Placement Agent, a written opinion and negative assurance letter of Xxxxx Xxxxxx & Xxxxxx L.L.P.LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel reasonably satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is and negative assurance letter are required to be delivered. Thereafter, within five (5) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent a negative assurance letter of Company Corporate Counsel in form and substance reasonably satisfactory to the Placement Agent; provided, however, that in lieu of such opinions negative assurance letter for subsequent Representation DatesDates occurring after the initial negative assurance letter is delivered, counsel Company Corporate Counsel and/or Counsel to the Placement Agent may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion and negative assurance letter delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. (1) On or prior to the date that of the Shares are first sold pursuant to the terms of this Agreement Placement Notice and (2) within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 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 Placement Agent (i) a written opinion of and a negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel to the Company Xxxxxx LLP (“Company Corporate Counsel”), or other counsel reasonably satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel form previously provided to the Placement Agent (“Counsel and its counsel, modified, as necessary, to relate to the Placement Agent”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion and one negative assurance letter hereunder per calendar quarter; provided, further, that in lieu of such opinions or negative assurance letters for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter). (ii) (1) On or prior to the date of the first Placement Notice and (2) within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion of Bozicevic, Field & Xxxxxxx, LLP, outside intellectual property counsel for the Company (“IP Counsel”), or other counsel reasonably 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, 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 opinions for subsequent periodic filings under the Exchange Act, counsel may furnish the Agent with a Reliance Letter to the effect that the Agent may rely on a prior opinion or negative assurance letter 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 opinion 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 Reliance Letter).

Legal Opinions. (1) On or prior to the date that of the Shares are first sold pursuant to the terms of this Agreement Placement Notice and (2) within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton each of (A) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, corporate counsel to the Company LLP (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel(B) Xxxxx, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P.XxXxxxxx, counsel to the Placement Agent P.C. (“Counsel to the Placement AgentRegulatory Counsel”), or other counsel satisfactory to the Placement Agent and (C) Xxxxxxx Xxxx & Friedrich LLP (“IP Counsel”), or other counsel satisfactory to the Agent, in each case in form and substance reasonably satisfactory to the Placement AgentAgent and their counsel, dated substantially in the date that form provided to the opinion is required to be deliveredAgent and their counsel; provided, however, the Company shall be required to furnish to the Agent no more than one opinion from each of Company Counsel, Regulatory Counsel and the IP Counsel hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that of the Shares are first sold pursuant Issuance Notice and on or prior to the terms of this Agreement and within five (5) Trading Days after each Representation Triggering Event Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant to Section 4(o) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Placement Agent (i1) a negative assurances letter and the written legal opinion and negative assurance letter of Hunton Xxxxxx & Xxxxxxxx Xxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other and (2) the written legal opinions of Xxxxx, Xxxxx, Xxxx, Xxxxxx, Glovsky and Xxxxx, P.C. and Xxxxxxx GPM LLP, intellectual property counsel satisfactory to the Placement AgentCompany (each, a “Company IP Counsel”), each dated the date of delivery, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel form previously provided to the Placement Agent (“Counsel and its counsel, modified, as necessary, to relate to the Placement Agent”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that the Company shall be required to furnish no more than one written legal opinion and negative assurance letter of Company Counsel per filing of an annual report on Form 10-K or quarterly report on Form 10-Q; provided further, however, that the Company shall be required to furnish no more than one written legal opinion of each Company IP Counsel hereunder in a twelve-month period and that the first such legal opinions of Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C. and Xxxxxxx GPM LLP were furnished before the date of this Agreement on October 27, 2023. In lieu of such opinions for subsequent Representation Datesperiodic filings, counsel in the discretion of the Agent, the Company may furnish the Placement Agent with a reliance letter (a “Reliance Letter”) from such counsel to the effect that Agent, permitting the Placement Agent may to rely on a prior previously delivered opinion delivered under this Section 7(p) to the same extent letter and negative assurances letter, modified as if it were dated the date appropriate for any passage of such letter time or Triggering Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Triggering Event Date).

Legal Opinions. On or prior to the date that the Shares are first sold pursuant Placement Notice is given hereunder, the Company shall cause to be furnished to the terms Sales Agent the written opinion and negative assurance of this Agreement Sxxxx and Lxx Law P.C., as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), in such case substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), the Company shall cause to be furnished to the Placement Sales Agent (i) a the written opinion and negative assurance letter of Hunton & Xxxxxxxx LLPthe Company Counsel substantially in the forms previously agreed between the Company and the Sales Agent, corporate counsel modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented and within three (3) Trading Days after the Representation Date with respect to which the Company (“Company Corporate Counsel”is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), other than a Representation Date under Section 7(m)(iii) or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (iiSection 7(m)(iv), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu if the Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such opinions for subsequent counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then the Company Counsel may, in respect of any future Representation DatesDate, counsel may furnish the Placement 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 Placement Sales Agent may rely on a the prior opinion and negative assurance of such counsel delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the Shares are first sold pursuant to the terms of this Agreement First Delivery Date and within five three (53) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 7(m) for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx LLPXxxxxx, corporate counsel to the Company Professional Corporation (“Company Corporate Counsel”), or other counsel satisfactory to the Placement AgentXxxxx, to furnish to Xxxxx (i) a written opinion and (ii) a written negative assurance statement, each in form and substance reasonably satisfactory to the Placement Agent Xxxxx and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms attached hereto as Exhibit D, 7(n)(i) and (iiExhibit 7(n)(ii), unless waived by the Placement Agentrespectively, a written opinion of Xxxxxx & Xxxxxx L.L.P.modified, counsel as necessary, to relate to the Placement Agent (“Counsel to Registration Statement and the Placement Agent”), Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu of such opinions opinion and negative assurance statement for subsequent Representation Dates, counsel may furnish the Placement Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that the Placement Agent Xxxxx may rely on a prior opinion and a prior negative assurance statement delivered under this Section 7(p7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion and prior negative assurance statement shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date); and (ii) a written opinion of each of Xxxxxxxx Xxxxxx Xxxxxxxxxxx and Seed Intellectual Property Group PLLC, special patent counsel to the Company with respect to intellectual property matters, or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, in each case, dated the date that such opinions are required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, each such counsel may furnish Xxxxx with a letter (each, an “IP Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five two (52) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G D for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx Hxxxx Lovells US LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P.Gxxxxxx Procter LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. (i) On or prior to the date that the Shares are first sold pursuant to the terms of this Agreement First Delivery Date and within five three (53) Trading Days after of each Representation Date (excluding Representation Dates with regard that is related to filling of an annual report under the time the Company files its Quarterly Reports on Form 10-QExchange Act as referenced in Section 7(m)(ii) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 7(m) for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent Xxxxx a written opinion of (i) Xxxxxx LLP, U.S. counsel for the Company (“U.S. Company Counsel”) and (ii) Gorrissen Xxxxxxxxxx Advokatpartnerselskab, Danish counsel for the Company (“Danish Company Counsel”), each in form and substance reasonably satisfactory to Xxxxx and its counsel; (ii) on or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a written opinion and certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx (A) a negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel to the U.S. Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent Xxxxx and its counsel, dated the date that such opinion and the negative assurance letter are is required to be delivered, substantially similar modified as necessary, related to the forms attached hereto Registration Statement, the ADS Registration Statement and the Prospectus as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel U.S. Company Counsel may furnish the Placement Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that the Placement Agent Xxxxx may rely on a prior opinion delivered under this Section 7(p7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the ADS Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that of the Shares are first sold pursuant Issuance Notice and on or prior to the terms of this Agreement and within five (5) Trading Days after each Representation Triggering Event Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant to Section 4(o) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Placement Agent (i1) a negative assurances letter and the written legal opinion and negative assurance letter of Hunton Xxxxxx & Xxxxxxxx Xxxxxxx, LLP, corporate counsel to the Company (“Company Corporate Counsel”), and (2) the written legal opinion of Xxxxxxxx Xxxxxx Xxxxx Malen LLP, intellectual property counsel to the Company, or other intellectual property counsel to the Company reasonably satisfactory to the Placement AgentAgent (collectively, “IP Counsel”), each dated the date of delivery, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel form previously provided to the Placement Agent (“Counsel and its counsel, modified, as necessary, to relate to the Placement Agent”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that the Company shall be required to furnish no more than one written legal opinion and negative assurance letter of Company Counsel per filing of an annual report on Form 10-K or quarterly report on Form 10-Q; and provided further that the Company shall be required to furnish no more than one written legal opinion of IP Counsel hereunder in any twelve-month period. In lieu of such opinions for subsequent Representation Datesperiodic filings, counsel in the discretion of the Agent, the Company may furnish the Placement Agent with a reliance letter (a “Reliance Letter”) from such counsel to the effect that Agent, permitting the Placement Agent may to rely on a prior previously delivered opinion delivered under this Section 7(p) to the same extent letter and negative assurances letter, modified as if it were dated the date appropriate for any passage of such letter time or Triggering Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Triggering Event Date).

Legal Opinions. On or prior to the date that of the Shares are first sold pursuant Issuance Notice and on or prior to the terms of this Agreement and within five (5) Trading Days after each Representation Triggering Event Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant to Section 4(o) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to furnished, at the Placement Agent (i) request of Agent, a negative assurances letter and the written legal opinion and negative assurance letter of Hunton Xxxxxx & Xxxxxxxx Xxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”)and Xxxxxx & Xxxxxxx LLP, or other intellectual property counsel satisfactory to the Placement AgentCompany each dated the date of delivery, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel form previously provided to the Placement Agent (“Counsel and its counsel, modified, as necessary, to relate to the Placement Agent”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in the Company shall be required to furnish no more than one of each such opinion per annual report on Form 10-K and quarterly report on Form 10-Q filed by the Company. In lieu of such opinions for subsequent Representation Datesperiodic filings, counsel in the discretion of the Agent, the Company may furnish the Placement Agent with a reliance letter (a “Reliance Letter”) from such counsel to the effect that Agent, permitting the Placement Agent may to rely on a prior previously delivered opinion delivered under this Section 7(p) to the same extent letter, modified as if it were dated the date appropriate for any passage of such letter time or Triggering Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Triggering Event Date). The Agent shall also have received a negative assurances letter from Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel to the Agent, dated as of the date of delivery, in form as substance reasonable satisfactory to Agent, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to give such opinion.

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five (5) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G D for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton Xxxxxx, Xxxxx & Xxxxxxxx Bockius LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel reasonably satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar in form and substance satisfactory to the forms attached hereto as Exhibit DPlacement Agent, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P.LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel reasonably satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Shares are first sold pursuant Placement Notice is given hereunder, the Company shall cause to be furnished to the terms Sales Agent (i) the written opinions and negative assurance of this Agreement Gxxxxxx Procter LLP and Horn & Co., or other counsel reasonably satisfactory to the Sales Agent (collectively, “Company Counsel”) in the form and substance reasonably satisfactory to the Sales Agent, and (ii) the written opinions of Sterne, Kessler, Gxxxxxxxx & Fxx, P.L.L.C., intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Sales Agent. Thereafter, within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant 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 Placement Sales Agent (i) a the written opinion opinions and negative assurance letter of Hunton & Xxxxxxxx LLPCompany Counsel and Company IP Counsel substantially in the form previously agreed between the Company and the Sales Agent, corporate counsel modified, as necessary, to relate to the Company (“Company Corporate Counsel”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinions and negative assurance substantially in lieu the form previously agreed between the Company and the Sales Agent, such counsel may, in respect of such opinions for subsequent any future Representation DatesDate, counsel may furnish the Placement Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Placement Sales Agent may rely on a the prior opinion opinions and negative assurance of such counsel delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the Shares are first sold pursuant to the terms Upon execution of this Agreement and within five (5) three Trading Days after each any Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicableDate, the Company shall cause to be furnished to the Placement Agent (i) a written opinion Agent, dated the date the opinions are so furnished and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel addressed to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated acting reasonably, the written opinion of DLA Piper (Canada) LLP, Canadian counsel for the Company and other local counsel, as required, with respect to the Company and the Offering but modified as necessary to relate to the Offering Prospectus as amended and supplemented to the date that of such opinion and negative assurance letter are required to be delivered, substantially similar with respect to the forms attached hereto as Exhibit DMaterial Subsidiaries or, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Datesopinions, counsel last furnishing such opinion to the Agent and its counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) addressed to the Agent and its counsel to the effect that the Placement Agent and its counsel may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and the Offering Prospectus as amended or and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(p) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice hereunder (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Offered Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice, or the Agent sells any Offered Shares, the Company shall provide the Agent with each of the documents set out in this Section 3(p).

Legal Opinions. On or prior to the date that the Shares are first sold pursuant to the terms of execution of this Agreement (the “Execution Date”) and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a the written opinion and negative assurance letter opinions of Hunton & Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivereddelivered (each an “Opinion Date”), substantially similar to the forms attached hereto as Exhibit D, (i) Exhibits E1 and F with respect to the Execution Date and (ii)) Exhibits E2 and F with respect to each other Opinion Date, unless waived by the Placement Agent, and a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredOpinion Date; provided, however, that in lieu of such opinions for subsequent Representation Datesopinions, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date)letter.

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five (5) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicableAgreement, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton Fenwick & Xxxxxxxx West LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel reasonably satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are required to be delivered, substantially similar in form and substance satisfactory to the forms attached hereto as Exhibit DPlacement Agent, and (ii), unless waived by the Placement Agent, a written opinion and negative assurance letter of Xxxxx Xxxxxx & Xxxxxx L.L.P.LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel reasonably satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is and negative assurance letter are required to be delivered. Thereafter, within five (5) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent a negative assurance letter of Company Corporate Counsel in form and substance reasonbly satisfactory to the Placement Agent; provided, however, that in lieu of such opinions negative assurance letter for subsequent Representation DatesDates occurring after the initial negative assurance letter is delivered, counsel Company Corporate Counsel and/or Counsel to the Placement Agent may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion and negative assurance letter delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the first Shares are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is and the Operating Partnership are obligated to deliver a certificate in the form attached hereto as Exhibit G 7(n) for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a Agents, the Forward Sellers and the Forward Purchasers written opinion opinions of Xxxxxxxx LLP and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel to the Company Xxxxxxx Xxxxx LLP (“Company Corporate Counsel”), or other counsel satisfactory to the Placement AgentAgents, the Forward Sellers and the Forward Purchasers, in form and substance reasonably satisfactory to the Placement Agent Agents and its counselcounsel and the Forward Sellers and Forward Purchasers, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii7(o)(1)(a)(i), unless waived by the Placement AgentExhibit 7(o)(l)(a)(ii) and Exhibit 7(o)(1)(b), a written opinion of Xxxxxx & Xxxxxx L.L.P.modified, counsel as necessary, to relate to the Placement Agent (“Counsel to Registration Statement and the Placement Agent”), Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, provided however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Agents, the Forward Sellers and the Forward Purchasers with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents, the Forward Sellers and the Forward Purchasers may rely on a prior opinion delivered under this Section 7(p7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Shares are first sold pursuant to the terms of this Agreement First Delivery Date and within five one (51) Trading Days after of each Representation Bring-Down Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 7(m) for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent XX Xxxxx (iA) a written opinion and negative assurance letter of Hunton Fenwick & Xxxxxxxx LLP, corporate counsel to the Company West LLP (“Company Corporate Counsel”) and (B) written opinions of each of Xxxxx Xxxx LLP (“Xxxxx”) and Proskauer Rose LLP (“Proskauer”), intellectual property counsels to the Company, or other counsel satisfactory to the Placement AgentXX Xxxxx, each in form and substance reasonably satisfactory to the Placement Agent XX Xxxxx and its counsel, dated the date that such opinion and negative assurance letter the opinions are required to be delivered, substantially similar modified, as necessary, to relate to the forms attached hereto Registration Statement and the Prospectus as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in supplemented. In lieu of such opinions for subsequent Representation Bring-Down Dates, counsel Company Counsel, Xxxxx and Proskauer may furnish the Placement Agent XX Xxxxx with a letter (a “Reliance Letter”) to the effect that the Placement Agent XX Xxxxx may rely on a prior opinion delivered under this Section 7(p7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date). Notwithstanding the foregoing, the Company shall not be required to furnish any opinions, letters or statements if the Company does not intend to deliver a Placement Notice in such calendar quarter and no other Placement Notice is currently in place until such time as the Company delivers its next Placement Notice.

Legal Opinions. On or prior to Upon commencement of the date that the offering of Placement Shares are first sold pursuant to the terms of under this Agreement Agreement, and within five promptly after each (5i) Trading Days after Amendment Date, and (ii) each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G B for which no waiver is applicableapplicable and (iii) concurrently with the delivery of a certificate pursuant to the last sentence of Section 8(o), the Company shall will furnish or cause to be furnished to the Placement Agent (i) a Agents the written opinion and negative assurance letter of Hunton & Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, corporate special U.S. counsel to for the Company (“provided, however, only a negative assurance letter of such counsel shall be required for each Representation Date that is neither the commencement of the offering of Placement Shares nor an annual reporting date referenced in Section 8(o)(ii)), and the written opinion of Xxxxxx Xxxxxx Gervais LLP, Canadian counsel for the Company Corporate Counsel”(provided that such opinion letter shall only be required to be delivered on a Representation Date that is the commencement of the offering of Placement Shares, Amendment Date and an annual reporting date referenced in 8(o)(ii), or other counsel reasonably satisfactory to the Placement AgentAgents, dated the date of this Agreement or the date of such commencement or the date of effectiveness of such amendment or the date of filing with the Commission of such supplement or other document, as the case may be, in a form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that such opinion and negative assurance letter are required to be deliveredor, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Datesopinion and letter, counsel may last furnishing such letter to the Agents shall furnish the Placement Agent Agents with a letter (a “Reliance Letter”) substantially to the effect that the Placement Agent Agents may rely on a prior such last opinion delivered under this Section 7(p) and letter to the same extent as if it though each were dated the date of such letter authorizing reliance (except that statements in such prior opinion last letter shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). As used in this paragraph, to the extent there shall be an Applicable Time on or supplemented following the date referred to in clause (i) or (ii) above, promptly shall be deemed to be on or prior to the next succeeding Applicable Time. Such opinion and negative assurance letter, to the extent applicable, shall be rendered to the Agents at such Representation Date)the request of the Company and shall state so therein. Further, upon commencement of the offering of Placement Shares under this Agreement, the Agents shall have received a legal opinion dated the date hereof from local counsel to the Company as to ownership of the Company’s patent portfolio.

Legal Opinions. (A) On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each 10-K Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is and the Manager are obligated to deliver a certificate certificates in the form forms attached hereto as Exhibit G Exhibits G-1 and G-2 for which no waiver is applicable, the Company shall cause to be furnished to the Placement Sales Agent (i) a the written opinion and negative assurance letter opinions of Hunton & Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Sales Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms attached hereto as Exhibit DExhibits E-1 and F, and (ii)B) the Company shall cause to be furnished to the Sales Agent the written opinions of Company Counsel and Xxxx Xxxxx LLP, or other counsel satisfactory to the Sales Agent, in form and substance reasonably satisfactory to the Sales Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibits E-2 and F unless waived by the Placement Sales Agent, and a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Sales Agent (“Counsel to the Placement Sales Agent”), or other counsel satisfactory to the Placement Sales Agent, in form and substance reasonably satisfactory to the Placement Sales Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Datesopinions, counsel may furnish the Placement Sales Agent with a letter (a “Reliance Letter”) to the effect that the Placement Sales Agent may rely on a prior opinion delivered under this Section 7(p8(r) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date)letter.

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is and the Manager are obligated to deliver a certificate certificates in the form attached hereto as Exhibit G E and Exhibit F, respectively, for which no waiver is applicable, the Company shall shall, unless waived by the Placement Agent, cause to be furnished to the Placement Agent (i) (w) a written opinion and negative assurance letter of Hunton Xxxxxx & Xxxxxxxx LLPXxxxxx L.L.P., corporate counsel to the Company (“Company Corporate Counsel”), or other (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement AgentAgent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Xxxxxx & Xxxxxx L.L.P.Freshfields Bruckhaus Xxxxxxxx US LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. (1) On or prior to the date that of the Shares are first sold pursuant to Placement Notice and (2) unless waived by the terms of this Agreement and Agent, within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Placement Agent (iA) a written opinion and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel to the Company DLA Piper LLP (US) (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such (B) a written opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, of Xxxxx Lovells (“Regulatory Counsel”) and (ii), unless waived by the Placement Agent, C) a written opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement AgentIP Counsel”), or other counsel satisfactory to the Placement Agent, in each case in form and substance reasonably satisfactory to the Placement AgentAgent and its counsel, dated respectively, modified, as necessary, to relate to the date that Registration Statement and the opinion is required to be deliveredProspectus as then amended or supplemented; provided, however, the Company shall be required to furnish to the Agent no more than one opinion and negative assurance letter from Company Counsel and no more than one opinion from each of Regulatory Counsel and IP Counsel hereunder per calendar quarter and the Company shall not be required to furnish any such opinions or negative assurance letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-QSection 7(o)(iii)) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx LLPDLA Piper LLP (US), corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D, (ii) a written opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Rosait PC, intellectual property counsel to the Company (“Company Special Counsel”) in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered and (iiiii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P.Xxxx Xxxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel counsel, in its sole discretion, may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports financial statements included in its quarterly reports on Form 10-QQ or six-month reports on Form 6-K, as applicable, as described in Section 7(o)(iii)) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G E, for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx Xxxx Xxxxx LLP, U.S. corporate counsel to the Company, (ii) a written opinion of Xxxxxx Xxx, Irish corporate counsel to the Company (Xxxx Xxxxx LLP and Xxxxxx Xxx collectively referred to hereinafter as, “Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, in substantially similar forms previously agreed to between Company Corporate Counsel and Counsel to the forms attached hereto Placement Agent (as Exhibit Ddefined below), and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxx, LLP, corporate counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that First Delivery Date, the Shares are first sold pursuant Company shall cause to be furnished to Xxxxx (i) a written opinion of Xxxxxx LLP (“Company Counsel”) and a “negative assurances letter” of Company Counsel, or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel and (ii) a written opinion of Carter, DeLuca, Xxxxxxx & Xxxxxxx, LLP, intellectual property counsel for the terms of this Agreement Company, in form and within five substance satisfactory to Xxxxx and its counsel. Within three (53) Trading Days after of each Representation Bring-Down Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 7(m) for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) Xxxxx a written opinion and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement AgentXxxxx, in form and substance reasonably satisfactory to the Placement Agent Xxxxx and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions negative assurance letters for subsequent Representation Bring-Down Dates, counsel Company Counsel may furnish the Placement Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that the Placement Agent Xxxxx may rely on a prior opinion negative assurance letter delivered under this Section 7(p7(n)(ii) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date); provided that Company Counsel shall be required to furnish to Xxxxx no more than one Reliance Letter hereunder per fiscal quarter.

Legal Opinions. (1) On or prior to the date that the Shares are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after of each Representation Date listed in clauses (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Qii), (v) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G and (vi) for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent Agents, the Forward Sellers and the Forward Purchasers (i) a the written opinion opinions and negative assurance letter of Hunton (i) Xxxxxx & Xxxxxxxx LLP, corporate Xxxxxxx LLP or other counsel reasonably satisfactory to the Company Agents, the Forward Sellers and the Forward Purchasers (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent Agents, the Forward Sellers and its the Forward Purchasers and their counsel, dated the date that such opinion opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit DF-1, Exhibit F-2 and Exhibit F-3, respectively, modified as necessary to relate to the Registration Statement, the Prospectus, any Free Writing Prospectus and any applicable Terms Agreement, each as then amended or supplemented; and (ii), unless waived by ) the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), Xxxxxxx LLP or other counsel reasonably satisfactory to the Placement AgentAgents, the Forward Sellers and the Forward Purchasers (“Maryland Counsel”) with regard to matters of Maryland law, in form and substance reasonably satisfactory to the Placement AgentAgents, the Forward Sellers and the Forward Purchasers and their counsel, dated the date that the such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F-4; provided, however, that in lieu of such opinions and negative assurance letter for subsequent Representation DatesDates listed in clauses (i) through (iv), inclusive, of Section 8(n), each such counsel may furnish the Placement Agent Agents, the Forward Sellers and the Forward Purchasers with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents, the Forward Sellers and the Forward Purchasers may rely on a prior opinion or negative assurance letter delivered under this Section 7(p8(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and Statement, the Prospectus and any Free Writing Prospectus, each as amended or supplemented at such Representation Date). (2) Within three (3) Trading Days of each Representation Date listed in clauses (i), (iii) and (iv) of Section 8(n) for which no waiver is applicable, the Company shall cause to be furnished to the Agents, the Forward Sellers and the Forward Purchasers the written opinion and negative assurance letter of Company Counsel, in form and substance reasonably satisfactory to the Agents, the Forward Sellers and the Forward Purchasers and their counsel, dated the date that the opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit F-5 and Exhibit F-3, respectively, modified as necessary to relate to the Registration Statement, the Prospectus and any Free Writing Prospectus, each as then amended or supplemented.

Legal Opinions. On or prior to the date that the Shares are first sold pursuant to the terms Upon execution of this Agreement (or within five Trading Days thereof), and within five (5) Trading Days after each (i) Amendment Date, and (ii) each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G B, in each case to the extent for which no waiver is applicable, the Company shall will furnish or cause to be furnished to the Placement Agent (i) a Agents the written opinion and and, in the case of DLA Piper, LLP, a negative assurance letter of Hunton & Xxxxxxxx letter, to the extent applicable, of: (A) DLA Piper, LLP (US), US counsel for the Company, (B) DLA Piper (Canada) LLP, corporate Canadian counsel for the Company and opinions of local counsel in Canadian jurisdictions where DLA Piper (Canada) LLP is not qualified to practice law; and (C) any other legal counsel of the Company, as it relates to the Company Material Subsidiaries, dated the date of this Agreement (“Company Corporate Counsel”), or dated within five Trading Days after the date of this Agreement) or the date of such commencement or recommencement or the date of effectiveness of such amendment or the date of filing with the Commission of such supplement or other counsel satisfactory to document, as the Placement Agentcase may be, in a form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that such opinion and negative assurance letter are required to be deliveredor, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Datesopinion and letter, counsel may last furnishing such letter to the Agents shall furnish the Placement Agent Agents with a letter (a “Reliance Letter”) substantially to the effect that the Placement Agent Agents may rely on a prior such last opinion delivered under this Section 7(p) and letter to the same extent as if it though each were dated the date of such letter authorizing reliance (except that statements in such prior opinion last letter shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). Such opinion and negative assurance letter, to the extent applicable, shall be rendered to the Agents at the request of the Company and shall state so therein. The requirement to furnish the documents set out in this Section 8(q) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until, and if, the Company delivers a Placement Notice hereunder. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Placement Notice, or supplemented the Agents sell any Shares, the Company shall provide the Agents with the relevant documents set out in this Section 8(q). For greater and notwithstanding the foregoing, the requirement of the Company to deliver the opinions referred to in (C) above shall not apply in respect of the execution of this Agreement, but rather shall only be required for any Representation Date occurring at such Representation a time at which no Placement Notice is pending or, if requested by the Agents, any applicable Amendment Date).

Legal Opinions. On or prior to the date that of the Shares are first sold pursuant to the terms of this Agreement Issuance Notice and within five (5) Trading Days after each Representation of Triggering Event Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant to Section 4(o) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter and the written legal opinion of Hunton Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, corporate U.S. counsel to the Company, (ii) the written legal opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx (UK) LLP, English counsel to the Company, (iii) a negative assurance letter and the written legal opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx LLP, intellectual property counsel to the Company (together, the “Company Corporate CounselIP Opinion”)) (iv) the written legal opinion of Xxxxxxxxx Xxxxxxx Xxxx & Xxxxx LLP, or other counsel satisfactory to the Placement Depositary, and (v) a negative assurance letter and the written legal opinion of Xxxxxxx Procter LLP, counsel to the Agent, each dated the date of delivery, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel form previously provided pursuant to this Agreement to the Placement Agent (“Counsel and its counsel, modified, as necessary, to relate to the Placement Agent”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in supplemented. In lieu of such opinions for subsequent Representation Datesperiodic filings, counsel in the discretion of the Agent, the Company may furnish the Placement Agent with a reliance letter (a “Reliance Letter”) from such counsel to the effect that Agent, permitting the Placement Agent may to rely on a prior previously delivered opinion delivered under this Section 7(p) to the same extent letter, modified as if it were dated the date appropriate for any passage of such letter time or Triggering Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Triggering Event Date).

Legal Opinions. (1) On or prior to the date that of the Shares are first sold pursuant to the terms of this Agreement Placement Notice and (2) within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 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 Placement Agent (i) a written opinion and negative assurance letter of Hunton each of (A) Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx LLP, corporate counsel to the Company Xxxx LLP (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, (B) Xxxxxx Xxxxxxx, Executive Vice President, General Counsel and Secretary of the Company (the “General Counsel”), (C) Fish & Xxxxxxxxxx P.C. ("Intellectual Property Counsel"), or other counsel satisfactory to the Agent (D) Viksnins Xxxxxx Xxxxx Xxxxx LLP ("Patent Counsel"), or other counsel satisfactory to the Agent in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit DXxxxxxxx 0(x)-0, 0(x)-0, 0(x)-0 and (ii)7(m)-4, unless waived by the Placement Agentrespectively, a written opinion of Xxxxxx & Xxxxxx L.L.P.modified, counsel as necessary, to relate to the Placement Agent (“Counsel to Registration Statement and the Placement Agent”), Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion from each of Company Counsel and the General Counsel hereunder per calendar quarter, and no more than one opinion from each of Intellectual Property Counsel and Patent Counsel hereunder per calendar year; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that the Shares are first sold pursuant Placement Notice is given hereunder, the Company shall cause to be furnished to the terms Sales Agent (i) the written opinion and negative assurance of this Agreement Xxxxxx Xxxxxxx Xxxxxxx and Li LLC, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”), (ii) the written opinion of Xxxxxxx Xxxx & Xxxxxxx, as Cayman Islands counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Cayman Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant 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 Placement Sales Agent (i) a the written opinion opinions and negative assurance letter of Hunton & Xxxxxxxx LLPSEC Counsel and the written opinions of Cayman Counsel substantially in the forms previously agreed between the Company and the Sales Agent, corporate counsel modified, as necessary, to relate to the Company (“Company Corporate Counsel”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance of such counsel, and if Cayman Counsel has previously furnished to the Sales Agent such written opinions for subsequent of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel and Cayman Counsel may, in respect of any future Representation DatesDate, counsel may furnish the Placement Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinions and negative assurance of such counsel (as applicable) to the effect that the Placement Sales Agent may rely on a the prior opinion opinions and negative assurance of such counsel (as applicable) delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion opinions and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G F for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx Xxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”)Company, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms form attached hereto as Exhibit DD-1, and (ii), unless waived by the Placement Agent, ) a written opinion of Xxxxxx Holland & Xxxxxx L.L.P.Knight LLP, special regulatory counsel to the Placement Agent (“Counsel to the Placement Agent”)Company, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement AgentAgent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2 and (iii) a written opinion of Sidley Austin LLP, special tax counsel to the Company, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior (1) Prior to the date that of the Shares are first sold pursuant to the terms of this Agreement Placement Notice and (2) within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter opinions of Hunton & Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, corporate counsel to the Company DLA Piper Australia and Xxxxxx Xxxxx Xxxxx Patent and Trademark Attorneys (“Company Corporate Counsel”), or other counsel counsels satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated with the date that such written opinion and negative assurance letter are required to be delivered, provided by Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP to be substantially similar to the forms form attached hereto as Exhibit D, and (ii7(m), unless waived by the Placement Agentmodified, a written opinion of Xxxxxx & Xxxxxx L.L.P.as necessary, counsel to relate to the Placement Agent (“Counsel to Registration Statement and the Placement Agent”), Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion per counsel hereunder per calendar quarter and the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the First Placement Notice Date and on any date that the Shares are first sold pursuant to the terms of this Agreement and within five (5) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant to Section 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a the written opinion and negative assurance letter of Hunton Xxxxxxxxx & Xxxxxxxx Burlington LLP, corporate special counsel to the Company (“Company Corporate Counsel”)Company, or such other counsel satisfactory to the Placement AgentAgent (“Company Counsel”), in substantially the form and substance reasonably satisfactory to the Placement Agent and its counselpreviously agreed, dated the date that such the opinion and negative assurance letter are required to be delivered, substantially similar modified, as necessary, to relate to the forms attached hereto Registration Statement and the Prospectus as Exhibit Dthen amended or supplemented; provided, however, that in lieu of such opinion and negative assurance letter for subsequent Representation Dates, Company Counsel may furnish the Agent with a letter to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered by such counsel 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 opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date and (ii), unless waived by ) the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P.Hunton Xxxxxxx Xxxxx LLP, Virginia counsel to the Placement Agent (“Counsel to the Placement Agent”)Company, or such other counsel satisfactory to the Placement AgentAgent (“Virginia Counsel”), in substantially the form and substance reasonably satisfactory to the Placement Agentpreviously agreed, 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, however, that in lieu of such opinions opinion for subsequent Representation Dates, counsel Virginia Counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered by such counsel under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. (A) On or prior to the date that the Shares are first sold pursuant to the terms of execution of this Agreement and within five (5) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicableAgreement, the Company shall cause to be furnished to the Placement Sales Agent (i) a the written opinion and negative assurance letter opinions of Hunton & Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Sales Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms attached hereto as Exhibit DExhibits E-1 and F within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver certificates in the forms attached hereto as Exhibits G-1 and G-2 for which no waiver pursuant to Section 8(o) is applicable, and (ii)B) the Company shall cause to be furnished to the Sales Agent the written opinions of Company Counsel and Xxxx Xxxxx LLP, or other counsel satisfactory to the Sales Agent, in form and substance reasonably satisfactory to the Sales Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibits E-2 and F unless waived by the Placement Sales Agent, and a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Sales Agent (“Counsel to the Placement Sales Agent”), or other counsel satisfactory to the Placement Sales Agent, in form and substance reasonably satisfactory to the Placement Sales Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Datesopinions, counsel may furnish the Placement Sales Agent with a letter (a “Reliance Letter”) to the effect that the Placement Sales Agent may rely on a prior opinion delivered under this Section 7(p8(r) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date)letter.

Legal Opinions. On or prior to (1) Within five Trading Days of the date that the Shares are first sold pursuant to the terms of this Agreement and (2) within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 8(l) for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) MLV written opinions of Ledgewood, a written opinion and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel to the Company professional corporation (“Company Corporate Counsel”), or other counsel satisfactory to the Placement AgentMLV, in form and substance reasonably satisfactory to the Placement Agent MLV and its counsel, dated the date that such opinion and negative assurance letter the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D8(m)(i) and Exhibit 8(m)(ii), and, as to matters of Maryland law, Company Counsel may rely on Maryland counsel acceptable to MLV, and (ii), unless waived by the Placement Agent, Company shall cause to be furnished to MLV a written opinion of Xxxxxx & Xxxxxx L.L.P., such Maryland counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement AgentMLV and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 8(m)(iii), each such opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and with customary assumptions and exceptions; provided, however, the Company shall be required to furnish to MLV no more than one of each such opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent MLV with a letter (a “Reliance Letter”) to the effect that the Placement Agent MLV may rely on a prior opinion delivered under this Section 7(p8(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the earlier of (i) the date the first Placement Notice is given pursuant to this Agreement and (ii) the date that the Shares are delivered to BTIG as principal on a Settlement Date with respect to the first sold Principal Transaction pursuant to the terms of this first Terms Agreement and within five this Agreement, the Company shall cause to be furnished to BTIG the written opinions and negative assurance of Xxxxxx & Xxxxxx LLP, as issuer's counsel to the Company, or other counsel reasonably satisfactory to BTIG (5) Trading Days after "Company Counsel"), and the written opinions of Xxx Xxxx, as corporate secretary to the Company, in each case substantially in the forms previously agreed between the Parties (collectively, the "Company Opinions"). Thereafter, each time Shares are delivered to BTIG as principal on a Settlement Date with respect to a Principal Transaction and on each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 7(n)(i) for which no waiver is applicable, the Company shall cause to be furnished to BTIG the Placement Agent (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx LLPCompany Opinions, corporate counsel modified, as necessary, to relate to the Company (“Company Corporate Counsel”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that if Company Counsel has previously furnished to BTIG such Company Opinions, Company Counsel and Xxx Xxxx, respectively, may, in lieu respect of such opinions for subsequent any future Representation DatesDate, counsel may furnish the Placement Agent BTIG with a letter (a “"Reliance Letter”") in lieu of such Company Opinions to the effect that the Placement Agent BTIG may rely on a the prior opinion Company Opinions delivered under pursuant to this Section 7(p7(o) to the same extent as if it each were dated the date of such letter Reliance Letter (except that statements in such prior opinion Company Opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. (A) On or prior to the date that the Shares are first sold pursuant to the terms of execution of this Agreement and within five (5) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicableAgreement, the Company shall cause to be furnished to the Placement Sales Agent (i) a the written opinion and negative assurance letter opinions of Hunton & Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Sales Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms attached hereto as Exhibit DExhibits E-1 and F and within three (3) Trading Days after each Representation Date with respect to which the Company and the Manager are obligated to deliver certificates in the forms attached hereto as Exhibits G-1 and G-2 for which no waiver pursuant to Section 8(o) is applicable, and (ii)B) the Company shall cause to be furnished to the Sales Agent the written opinions of Company Counsel and Xxxx Xxxxx LLP, or other counsel satisfactory to the Sales Agent, in form and substance reasonably satisfactory to the Sales Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibits E-2 and F unless waived by the Placement Sales Agent, and a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Sales Agent (“Counsel to the Placement Sales Agent”), or other counsel satisfactory to the Placement Sales Agent, in form and substance reasonably satisfactory to the Placement Sales Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Datesopinions, counsel may furnish the Placement Sales Agent with a letter (a “Reliance Letter”) to the effect that the Placement Sales Agent may rely on a prior opinion delivered under this Section 7(p8(r) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date)letter.

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each 10-K Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G F for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent Agents (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx Xxxxxxx Xxxxxxx Street LLP, corporate counsel to the Company (“Company Corporate Counsel”)Company, or other counsel satisfactory to the Placement AgentAgents, in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-1, (ii) a written opinion of Holland & Knight LLP, special regulatory counsel to the Company, or other counsel satisfactory to the Placement Agents, in form and substance reasonably satisfactory to the Placement Agents and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2 and (iii) a written opinion of Sidley Austin LLP, special tax counsel to the Company, or other counsel satisfactory to the Placement Agents, in form and substance reasonably satisfactory to the Placement Agents and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that of the Shares are first sold pursuant to the terms of this Agreement Issuance Notice and within five (5) Trading Days after of each Representation Triggering Event Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(o) for which no waiver is applicable and excluding the date of this Agreement, the Company shall cause to be delivered: (a) a negative assurances letter and the written legal opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel to the Company, substantially in the form attached hereto as Exhibit G B-1 (in the case of the date of the first Issuance Notice) or Exhibit B-2 (in the case of any Triggering Event Date other than the date of the first Issuance Notice with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(o) for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent ); and (ib) a written legal opinion and negative assurance letter with respect to intellectual property maters of Hunton XxXxxxxx & Xxxxxxxx English, LLP, corporate intellectual property counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be deliveredCompany, substantially similar to in the forms form attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, C; in form and substance reasonably satisfactory to the Placement Agent, each case dated the date of delivery, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided that the opinion is Company shall be required to be delivered; provided, however, that in furnish no more than one opinion from each counsel per annual report on Form 10-K and quarterly report on Form 10-Q filed by the Company. In lieu of such opinions for subsequent Representation Datesperiodic filings, counsel in the discretion of the Agent, the Company may furnish the Placement Agent with a reliance letter (a “Reliance Letter”) from such counsel to the effect that Agent, permitting the Placement Agent may to rely on a prior previously delivered opinion delivered under this Section 7(p) to the same extent letter, modified as if it were dated the date appropriate for any passage of such letter time or Triggering Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Triggering Event Date).

Legal Opinions. On or prior to the date that of the Shares are first sold pursuant to the terms of this Agreement Issuance Notice and within five three (53) Trading Days after of each Representation Triggering Event Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant to Section 4(o) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Placement Agent (i) a written legal opinion letter (which shall contain a negative assurances statement) of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel to the Company, the written legal opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx PC (limited to confirming the matters addressed in clause 2(y)), special counsel to the Company, and a negative assurance assurances letter and the written legal opinion of Hunton Xxxxx Xxxx & Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”)Agent, or other counsel satisfactory to each dated the Placement Agentdate of delivery, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel form previously provided to the Placement Agent (“Counsel and its counsel, modified, as necessary, to relate to the Placement Agent”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date supplemented; provided that the opinion is Company shall be required to be delivered; provided, however, that in furnish no more than one opinion from each such counsel per each filing of an annual report on Form 10-K or quarterly report on Form 10-Q. In lieu of such opinions for subsequent Representation Datesperiodic filings, counsel in the discretion of the Agent, the Company may furnish the Placement Agent with a reliance letter (a “Reliance Letter”) from such counsel to the effect that Agent, permitting the Placement Agent may to rely on a prior previously delivered opinion delivered under this Section 7(p) to the same extent letter, modified as if it were dated the date appropriate for any passage of such letter time or Triggering Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Triggering Event Date).

Legal Opinions. On or prior to Upon commencement of the date that the offering of Placement Shares are first sold pursuant to the terms of under this Agreement Agreement, and within five promptly after each (5i) Trading Days after Amendment Date, and (ii) each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G B for which no waiver is applicableapplicable and (iii) concurrently with the delivery of a certificate pursuant to the last sentence of Section 8(o), the Company shall will furnish or cause to be furnished to the Placement Agent (i) a the written opinion and negative assurance letter of Hunton Mxxxxx, Xxxxx & Xxxxxxxx Bockius LLP, corporate special U.S. counsel to for the Company (“provided, however, only a negative assurance letter of such counsel shall be required for each Representation Date that is neither the commencement of the offering of Placement Shares nor an annual reporting date referenced in Section 8(o)(ii)), and the written opinion of Bxxxxxx Xxxxx LLP, Canadian counsel for the Company Corporate Counsel”(provided that such opinion letter shall only be required to be delivered on a Representation Date that is the commencement of the offering of Placement Shares, Amendment Date and an annual reporting date referenced in 8(o)(ii), or other counsel reasonably satisfactory to the Placement Agent, dated the date of this Agreement or the date of such commencement or the date of effectiveness of such amendment or the date of filing with the Commission of such supplement or other document, as the case may be, in a form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be deliveredor, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Datesopinion and letter, counsel may last furnishing such letter to the Agent shall furnish the Placement Agent with a letter (a “Reliance Letter”) substantially to the effect that the Placement Agent may rely on a prior such last opinion delivered under this Section 7(p) and letter to the same extent as if it though each were dated the date of such letter authorizing reliance (except that statements in such prior opinion last letter shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). As used in this paragraph, to the extent there shall be an Applicable Time on or supplemented following the date referred to in clause (i) or (ii) above, promptly shall be deemed to be on or prior to the next succeeding Applicable Time. Such opinion and negative assurance letter, to the extent applicable, shall be rendered to the Agent at such Representation Date)the request of the Company and shall state so therein. Further, upon commencement of the offering of Placement Shares under this Agreement, the Agent shall have received a legal opinion dated the date hereof from intellectual property counsel to the Company as to ownership of the Company’s patent portfolio, in a form and substance reasonably satisfactory to the Agent and its counsel.

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is and the Manager are obligated to deliver a certificate certificates in the form attached hereto as Exhibit G E and Exhibit F, respectively, for which no waiver is applicable, the Company shall shall, unless waived by the Placement Agent, cause to be furnished to the Placement Agent (i) (w) a written opinion and negative assurance letter of Hunton Xxxxxx & Xxxxxxxx LLPXxxxxx L.L.P., corporate counsel to the Company (“Company Corporate Counsel”), or other (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Xxxxxx Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement AgentAgent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1, Exhibit D-2, Exhibit D-3, and Exhibit D-4, respectively, (ii) a written opinion of Xxxxxx Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Xxxxxx Ropes & Xxxxxx L.L.P.Gray LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G D for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx K&L Gates LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar in form and substance reasonably satisfactory to the forms attached hereto as Exhibit DPlacement Agent and its counsel, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxx, LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. (1) On or prior to the date that the Shares are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after of each Representation Date listed in clauses (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Qii), (v) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G and (vi) for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent Agents, the Forward Sellers and the Forward Purchasers (i) a the written opinion opinions and negative assurance letter of Hunton (i) Lxxxxx & Xxxxxxxx LLP, corporate Wxxxxxx LLP or other counsel reasonably satisfactory to the Company Agents, the Forward Sellers and the Forward Purchasers (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent Agents, the Forward Sellers and its the Forward Purchasers and their counsel, dated the date that such opinion opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit DF-1, Exhibit F-2 and Exhibit F-3, respectively, modified as necessary to relate to the Registration Statement, the Prospectus, any Free Writing Prospectus and any applicable Terms Agreement, each as then amended or supplemented; and (ii), unless waived by ) the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), Vxxxxxx LLP or other counsel reasonably satisfactory to the Placement AgentAgents, the Forward Sellers and the Forward Purchasers (“Maryland Counsel”) with regard to matters of Maryland law, in form and substance reasonably satisfactory to the Placement AgentAgents, the Forward Sellers and the Forward Purchasers and their counsel, dated the date that the such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F-4; provided, however, that in lieu of such opinions and negative assurance letter for subsequent Representation DatesDates listed in clauses (i) through (iv), inclusive, of Section 8(n), each such counsel may furnish the Placement Agent Agents, the Forward Sellers and the Forward Purchasers with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents, the Forward Sellers and the Forward Purchasers may rely on a prior opinion or negative assurance letter delivered under this Section 7(p8(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and Statement, the Prospectus and any Free Writing Prospectus, each as amended or supplemented at such Representation Date). (2) Within three (3) Trading Days of each Representation Date listed in clauses (i), (iii) and (iv) of Section 8(n) for which no waiver is applicable, the Company shall cause to be furnished to the Agents, the Forward Sellers and the Forward Purchasers the written opinion and negative assurance letter of Company Counsel, in form and substance reasonably satisfactory to the Agents, the Forward Sellers and the Forward Purchasers and their counsel, dated the date that the opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit F-5 and Exhibit F-3, respectively, modified as necessary to relate to the Registration Statement, the Prospectus and any Free Writing Prospectus, each as then amended or supplemented.

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G D for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent Agents (i) a written opinion and negative assurance letter of Hunton Xxxxxxxx & Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement AgentAgents, in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D, and (ii), unless waived by the Placement AgentAgents, a written opinion of Xxxxxx & Xxxxxx L.L.P.DLA Piper LLP (US), counsel to the Placement Agent Agents (“Counsel to the Placement AgentAgents”), or other counsel satisfactory to the Placement AgentAgents, in form and substance reasonably satisfactory to the Placement AgentAgents, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. (1) On or prior to the date that of the Shares are first sold pursuant to the terms of this Agreement Placement Notice and (2) unless a Suspension is in effect, within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 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 Placement Agent (i) a written opinion of each of (A) Mintz, Levin, Cxxx, Fxxxxx, Gxxxxxx and negative assurance letter of Hunton & Xxxxxxxx LLPPxxxx, corporate counsel to the Company P.C. (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion (B) D Young & Co LLP and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx Nxxxxx Xxxxxxx Xxxxx & Xxxxxx L.L.P., counsel to the Placement Agent Sxxxxxxxxxx LLP (“Counsel to the Placement AgentIP Counsel”), or other counsel satisfactory to the Placement Agent, in each case in form and substance reasonably satisfactory to Agent and its counsel, substantially similar to the Placement Agentform previously provided to the Agent and its counsel, dated respectively, modified, as necessary, to relate to the date that Registration Statement and the opinion is required to be deliveredProspectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion from each of Company Counsel and the IP Counsel hereunder per calendar quarter and the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that the Shares are first sold pursuant to the terms Upon execution of this Agreement and within five (5) three Trading Days after each any Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicableDate, the Company shall cause to be furnished to the Placement Agent (i) a written opinion Agents, dated the date the opinions are so furnished and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel addressed to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement AgentAgents, in form and substance reasonably satisfactory to the Placement Agent Agents, acting reasonably, the written opinion of Fasken Mxxxxxxxx DxXxxxxx LLP, counsel for the Company, as described in Section 4(e), and its other local counsel, as required, such opinion letters to be substantially similar to the form attached hereto as Exhibit B but modified as necessary to relate to the Prospectus as amended and supplemented to the date of such opinion, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, howeverin a form and substance satisfactory to the Agents and their counsel, that acting reasonably, or, in lieu of such opinions for subsequent Representation Datesopinions, counsel last furnishing such opinion to the Agents may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(o) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice hereunder (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice, or the Agents sell any Shares, the Company shall provide the Agents with each of the documents set out in this Section 3(o).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-QQ if and only if the Company has consummated an underwritten public offering of Common Stock (the “Prior Underwritten Offering”) within 30 days prior or subsequent to the filing of such quarterly report on Form 10-Q and customary legal opinions for an underwritten offering were delivered to the underwriters in connection with such Prior Underwritten Offering) with respect to which the Company is obligated to deliver a certificate certificates in the form attached hereto as Exhibit G Exhibits E-1 and E-2 for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a Citigroup written opinion and negative assurance letter opinions of Hunton each of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and Xxxxxxx LLP, corporate counsel to the Company and/or the Manager, as the case may be (“Company Corporate Blackstone Counsel”), or other counsel satisfactory to selected by the Placement AgentCompany, in form and substance reasonably satisfactory to the Placement Agent Citigroup and its counsel, dated the date that such opinion and negative assurance letter the opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit DXxxxxxxx X-0, X-0, X-0 and D-4 and (ii), unless waived by the Placement AgentCitigroup, a written opinion of Xxxxxx & Xxxxxx L.L.P.Xxxx Xxxxxxxx LLP, counsel to the Placement Agent Citigroup (“Counsel to the Placement AgentCitigroup”), or other counsel satisfactory to the Placement AgentCitigroup, in form and substance reasonably satisfactory to the Placement AgentCitigroup, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Citigroup with a letter (a “Reliance Letter”) to the effect that the Placement Agent Citigroup may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering their opinion as aforesaid, Counsel to Citigroup may rely upon an opinion, dated the date such opinion is required to be delivered, of Xxxxxxx LLP, as to matters governed by Maryland law, or such other counsel satisfactory to Citigroup.

Legal Opinions. On or prior to the date that of the Shares are first sold pursuant Issuance Notice and on or prior to the terms of this Agreement and within five (5) Trading Days after each Representation Triggering Event Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant to Section 4(o) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Placement Agent (i1) a negative assurances letter and the written legal opinion and negative assurance letter of Hunton Xxxxxx & Xxxxxxxx Xxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other and (2) the written legal opinions of Xxxxx, Xxxxx, Xxxx, Xxxxxx, Glovsky and Xxxxx, P.C. and Xxxxxxx GPM LLP, intellectual property counsel satisfactory to the Placement AgentCompany (each, a “Company IP Counsel”), each dated the date of delivery, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel form previously provided to the Placement Agent (“Counsel and its counsel, modified, as necessary, to relate to the Placement Agent”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that the Company shall be required to furnish no more than one written legal opinion and negative assurance letter of Company Counsel per filing of an annual report on Form 10-K or quarterly report on Form 10-Q; provided further, however, that the Company shall be required to furnish no more than one written legal opinion of each Company IP Counsel hereunder in a twelve-month period and that the first such legal opinions of Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C. and Xxxxxxx GPM LLP were furnished before the date of this Agreement on April 27, 2023. In lieu of such opinions for subsequent Representation Datesperiodic filings, counsel in the discretion of the Agent, the Company may furnish the Placement Agent with a reliance letter (a “Reliance Letter”) from such counsel to the effect that Agent, permitting the Placement Agent may to rely on a prior previously delivered opinion delivered under this Section 7(p) to the same extent letter and negative assurances letter, modified as if it were dated the date appropriate for any passage of such letter time or Triggering Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Triggering Event Date).

Legal Opinions. On or prior to the date that the Shares first Placement Securities are first sold pursuant to the terms of this Agreement and Agreement, any Confirmation or any Terms Agreement, within five two (52) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G E for which no waiver is applicableapplicable or then in effect, the Company shall cause to be furnished to the Placement Agent Sales Agents and Forward Purchasers written opinions of (i) a written opinion and negative assurance letter of Hunton Xxxxxx & Xxxxxxxx Xxxxxxx LLP, corporate and tax counsel to the Company and (“Company Corporate Counsel”)ii) Xxxxxxx LLP, Maryland counsel for the Company, or other counsel satisfactory to the Placement AgentSales Agents and Forward Purchasers (collectively, “Company Counsel”), in form and substance reasonably satisfactory to the Placement Agent Sales Agents, Forward Purchasers and its counseltheir respective counsels, dated the date that such opinion and negative assurance letter the opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit DD-1, Exhibit D-2, and (ii)Exhibit D-3, unless waived by the Placement Agentmodified, a written opinion of Xxxxxx & Xxxxxx L.L.P.as necessary, counsel to relate to the Placement Agent (“Counsel to Registration Statement and the Placement Agent”), Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Sales Agents and Forward Purchasers with a letter (a “Reliance Letter”) to the effect that the Placement Agent Sales Agents and Forward Purchasers may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. (1) On or prior to the date that of the Shares are first sold pursuant to the terms of this Agreement Placement Notice and (2) within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton each of (A) Ropes & Xxxxxxxx LLP, corporate counsel to the Company Xxxx LLP (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent B) Xxxxxxx Procter LLP (“Counsel to the Placement AgentIP Counsel”), or other counsel satisfactory to the Placement Agent, in each case in form and substance reasonably satisfactory to Agent and its counsel, substantially similar to the Placement Agentforms previously provided to Agent and its counsel, dated modified as necessary, to relate to the date that Registration Statement and the opinion is required to be deliveredProspectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion from each of Company Counsel and IP Counsel hereunder per calendar quarter, and the Company shall not be required to furnish any such opinions if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that the Shares are first sold pursuant Placement Notice is given hereunder, the Company shall cause to be furnished to the terms Sales Agent (i) the written opinion and negative assurances of this Agreement Xxxxxxx Procter LLP, U.S. counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company U.S. Counsel”), (ii) the written opinion and negative assurances of Xxxxx & XxXxxxxx, Australian counsel to the Company (“Company Australian Counsel”), and (iii) the written opinion of MinterEllison LLP, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Sales Agent. Thereafter, within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant 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 Placement Sales Agent (i) a the written opinion opinions and negative assurance letter of Hunton & Xxxxxxxx LLPCompany U.S. Counsel, corporate counsel Company Australian Counsel and Company IP Counsel substantially in the form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Company (“Company Corporate Counsel”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that if Company U.S. Counsel, Company Australian Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinions and negative assurance substantially in lieu the form previously agreed between the Company and the Sales Agent, such counsel may, in respect of such opinions for subsequent any future Representation DatesDate, counsel may furnish the Placement Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Placement Sales Agent may rely on a the prior opinion opinions and negative assurance of such counsel delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-QQ if and only if the Company has consummated an underwritten public offering of Common Stock (the “Prior Underwritten Offering”) within 30 days prior or subsequent to the filing of such quarterly report on Form 10-Q and customary legal opinions for an underwritten offering were delivered to the underwriters in connection with such Prior Underwritten Offering) with respect to which the Company is obligated to deliver a certificate certificates in the form attached hereto as Exhibit G Exhibits E-1 and E-2 for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a KBW written opinion and negative assurance letter opinions of Hunton each of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and Xxxxxxx LLP, corporate counsel to the Company and/or the Manager, as the case may be (“Company Corporate Blackstone Counsel”), or other counsel satisfactory to selected by the Placement AgentCompany, in form and substance reasonably satisfactory to the Placement Agent KBW and its counsel, dated the date that such opinion and negative assurance letter the opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit DXxxxxxxx X-0, X-0, X-0 and D-4 and (ii), unless waived by the Placement AgentKBW, a written opinion of Xxxxxx & Xxxxxx L.L.P.Xxxx Xxxxxxxx LLP, counsel to the Placement Agent KBW (“Counsel to the Placement AgentKBW”), or other counsel satisfactory to the Placement AgentKBW, in form and substance reasonably satisfactory to the Placement AgentKBW, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent KBW with a letter (a “Reliance Letter”) to the effect that the Placement Agent KBW may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering their opinion as aforesaid, Counsel to KBW may rely upon an opinion, dated the date such opinion is required to be delivered, of Xxxxxxx LLP, as to matters governed by Maryland law, or such other counsel satisfactory to KBW.

Legal Opinions. On or prior to the date that the Shares are first sold pursuant Placement Notice is given hereunder, the Company shall cause to be furnished to the terms Sales Agent the written opinion and negative assurance of this Agreement Xxxxxxxxx Xxxx Xxxxxxx Carmel LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant 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 Placement Sales Agent (i) a the written opinion opinions and negative assurance letter of Hunton & Xxxxxxxx LLPSEC Counsel substantially in the forms previously agreed between the Company and the Sales Agent, corporate counsel modified, as necessary, to relate to the Company (“Company Corporate Counsel”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance of such opinions for subsequent counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel may, in respect of any future Representation DatesDate, counsel may furnish the Placement Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinions and negative assurance of such counsel (as applicable) to the effect that the Placement Sales Agent may rely on a the prior opinion opinions and negative assurance of such counsel (as applicable) delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion opinions and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that of the Shares are first sold pursuant Placement Notice given hereunder the Company shall cause to be furnished to the terms Distribution Agents (i) written opinions and negative assurances of this Agreement Xxxxxxxx Xxxxxx Xxxxxxx & Hampton LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Distribution Agents, in the form attached hereto as Exhibit 7(m)(i) and within five (5ii) Trading Days written opinions of Xxxxx & Xxxxx (“Special Company Counsel”), special counsel to the Company, in the form attached hereto as Exhibit 7(m)(ii). Thereafter, promptly after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 7(l) for which no waiver is applicable, applicable (but in any event prior to the next succeeding Applicable Date) the Company shall cause to be furnished to the Placement Agent (i) a Distribution Agents the written opinion and negative assurance letter assurances of Hunton & Xxxxxxxx LLP, corporate counsel to Company Counsel in the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, 7(m)(i) and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P.Special Company Counsel in the form attached hereto as Exhibit 7(m)(ii), counsel each modified, as necessary, to relate to the Placement Agent (“Counsel to Registration Statement and the Placement Agent”)Prospectus as then amended or supplemented; provided that, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions or negative assurance for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent Distribution Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Distribution Agents may rely on a prior opinion the opinions and/or negative assurance letters previously delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. (1) On or prior to the date that of the Shares are first sold pursuant Placement Notice the Company shall cause to be furnished to the terms of this Agreement Agents a written opinion in form and substance reasonably satisfactory to Agents and its counsel of: (i) Gracin & Mxxxxx LLP (“Company Counsel”), (ii) special Nevada counsel to the Company, (iii) special patent counsel to the Company, and (iv) special regulatory counsel to the Company, and (2) unless a Suspension is in effect, within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 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 Placement Agent (i) Agents a written opinion and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in a form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel delivered on or prior to the date of the first Placement Agent (“Counsel Notice, modified, as necessary, to relate to the Placement Agent”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion from Company Counsel hereunder per calendar quarter and the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. (1) On or prior to the date that delivery of the Shares are first sold pursuant to the terms of this Agreement Placement Notice, and (2) within five ten (510) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a BRFBR written opinion and negative assurance letter opinions of Hunton each of Blake, Cxxxxxx & Xxxxxxxx Gxxxxxx LLP, corporate Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP and, with respect to intellectual property and regulatory matters, the Company’s internal counsel to the Company (collectively, “Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent BRFBR, and its counsel, dated the date that such opinion and negative assurance letter are required BRFBR shall cause to be deliveredfurnished to them, substantially similar written opinions of their U.S. Counsel, Dxxxx Xxxxxx LLP, or its successor (“Agents’ Counsel”) modified, as necessary, to relate to the forms attached hereto Registration Statement, the U.S. Prospectus and Canadian Prospectus, as Exhibit Dapplicable, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, the Company shall be required to furnish to BRFBR no more than one opinion per calendar quarter from each Company Counsel; provided, further, that in lieu of such opinions for subsequent Representation DatesDates after the date hereof, counsel Company Counsel may furnish the Placement Agent BRFBR with a letter (a “Reliance Letter”) to the effect that the Placement Agent BRFBR may rely on a prior opinion delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement Statement, the U.S. Prospectus and the Prospectus Canadian Prospectus, as applicable, as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that the Shares are first sold pursuant Placement Notice is given hereunder, the Company shall cause to be furnished to the terms Sales Agent the written opinion and negative assurance of this Agreement Sxxxxxxx, Loop & Kxxxxxxx, LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant 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 Placement Sales Agent (i) a the written opinion opinions and negative assurance letter of Hunton & Xxxxxxxx LLPSEC Counsel substantially in the forms previously agreed between the Company and the Sales Agent, corporate counsel modified, as necessary, to relate to the Company (“Company Corporate Counsel”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance of such opinions for subsequent counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel may, in respect of any future Representation DatesDate, counsel may furnish the Placement Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinions and negative assurance of such counsel (as applicable) to the effect that the Placement Sales Agent may rely on a the prior opinion opinions and negative assurance of such counsel (as applicable) delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion opinions and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the Shares are first sold pursuant Placement Notice is given hereunder, the Company shall cause to be furnished to the terms Sales Agent the written opinion and negative assurance of this Agreement Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant 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 Placement Sales Agent (i) a the written opinion opinions and negative assurance letter of Hunton & Xxxxxxxx LLPSEC Counsel substantially in the forms previously agreed between the Company and the Sales Agent, corporate counsel modified, as necessary, to relate to the Company (“Company Corporate Counsel”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance of such opinions for subsequent counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel may, in respect of any future Representation DatesDate, counsel may furnish the Placement Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinions and negative assurance of such counsel (as applicable) to the effect that the Placement Sales Agent may rely on a the prior opinion opinions and negative assurance of such counsel (as applicable) delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion opinions and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the earlier of (i) the date that the first Placement Notice is given pursuant to this Agreement and (ii) Shares are delivered to Agent as principal on a Settlement Date with respect to the first sold Principal Transaction pursuant to the terms of this first Terms Agreement and within five (5) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicablethis Agreement, the Company shall cause to be furnished to Agent the Placement Agent (i) a written opinion and negative assurance letter 10b-5 statement of Hunton Fxxxx & Xxxxxxxx Lardner LLP, corporate to the effect set forth in Exhibit 7(n)-1, as issuer’s counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to and the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counselOperating Partnership, dated the date that such the opinion and negative assurance letter 10b-5 statement are required to be delivered, substantially similar or other counsel reasonably satisfactory to the forms attached hereto as Exhibit D, and Agent (ii“Company Counsel”), unless waived by the Placement Agent, a written opinion of Xxxxxx Fxxxx & Xxxxxx L.L.P.Lxxxxxx LLP, counsel to the Placement Agent effect set forth in Exhibit 7-(n)-2, in its capacity as tax counsel for the Company and the Operating Partnership (“Counsel to the Placement AgentCompany Tax Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered, or other tax counsel reasonably satisfactory to Agent, and the written opinion of DLA Piper LLP (US), counsel for Agent (“Agent Counsel”), dated the date the opinion is required to be delivered. Thereafter, each time Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction and within two (2) Trading Days after each Representation Date with respect to which the Company is obligated to deliver the certificate in the forms attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to Agent the written opinion and 10b-5 statement of Company Counsel, the written opinion of Company Tax Counsel, and the written opinion of Agent Counsel substantially in the form previously agreed between the Parties, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if Company Counsel and/or Company Tax Counsel has previously furnished to Agent such written opinions and 10b-5 statement substantially in lieu the form previously agreed between the Parties, Company Counsel and/or Company Tax Counsel may, in respect of such opinions for subsequent any future Representation DatesDate, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) in lieu of such opinions and 10b-5 statement to the effect that the Placement Agent may rely on a the prior opinion opinions and 10b-5 statement of Company Counsel and/or Company Tax Counsel delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five (5) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G Schedule D for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (ii)(a) a written opinion and negative assurance letter of Hunton & Xxxxxxxx Xxxxxxx Xxxxx LLP, U.S. corporate counsel to the Company (“U.S. Company Corporate Counsel”), (b) a written opinion of NautaDutilh N.V., Dutch counsel for the Company (“Dutch Company Corporate Counsel”, and together with U.S. Company Corporate Counsel, “Company Corporate Counsel”), and (c) a written intellectual property opinion of Xxxxxx LLP (“Intellectual Property Counsel” and together with Company Corporate Counsel, “Company Counsel”) or other counsel reasonably satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar in form and substance satisfactory to the forms attached hereto as Exhibit DPlacement Agent, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxx Xxxxxx & Xxxxxx L.L.P.LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel reasonably satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation DatesDates (but excluding the required negative assurances letter), counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to Upon commencement of the date that the offering of Placement Shares are first sold pursuant to the terms of under this Agreement Agreement, and within five promptly after each (5i) Trading Days after Amendment Date, and (ii) each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G B for which no waiver is applicableapplicable and (iii) concurrently with the delivery of a certificate pursuant to the last sentence of Section 8(o), the Company shall will furnish or cause to be furnished to the Placement Agent Agents (ix) a the written opinion and negative assurance letter of Hunton & Xxxxxxxx Xxxxxxx Procter LLP, corporate U.S. counsel to for the Company (“provided, however, that only a negative assurance letter of such counsel shall be required for each Representation Date that is neither the commencement of the offering of Placement Shares nor an annual reporting date referenced in Section 8(o)(ii)), and (y) the written opinion of Forooghian + Company Corporate Counsel”Law Corporation, Canadian counsel for the Company (provided that such opinion letter shall only be required to be delivered on a Representation Date that is the commencement of the offering of Placement Shares, Amendment Date and an annual reporting date referenced in 8(o)(ii)), or other counsel reasonably satisfactory to the Placement AgentAgents, dated the date of this Agreement or the date of such commencement or the date of effectiveness of such amendment or the date of filing with the Commission of such supplement or other document, as the case may be, in a form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that such opinion and negative assurance letter are required to be deliveredor, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Datesopinion and letter, counsel may last furnishing such letter to the Agents shall furnish the Placement Agent Agents with a letter (a “Reliance Letter”) substantially to the effect that the Placement Agent Agents may rely on a prior such last opinion delivered under this Section 7(p) and letter to the same extent as if it though each were dated the date of such letter authorizing reliance (except that statements in such prior opinion last letter shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). As used in this paragraph, to the extent there shall be an Applicable Time on or supplemented following the date referred to in clause (i) or (ii) above, promptly shall be deemed to be on or prior to the next succeeding Applicable Time. Such opinion and negative assurance letter, to the extent applicable, shall be rendered to the Agents at the request of the Company and shall state so therein. In addition, on such Representation Date)dates that the negative assurance letter of U.S. counsel for the Company is required by this Section 8(p) to be delivered, the Agents shall have also received the negative assurance letter of U.S. counsel to the Agents.

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is and the Manager are obligated to deliver a certificate certificates in the form attached hereto as Exhibit G E and Exhibit F, respectively, for which no waiver is applicable, the Company shall shall, unless waived by the Placement Agent, cause to be furnished to the Placement Agent (i) (w) a written opinion and negative assurance letter of Hunton Xxxxxx & Xxxxxxxx LLPXxxxxx L.L.P., corporate counsel to the Company (“Company Corporate Counsel”), or other (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement AgentAgent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Xxxxxx Ropes & Xxxxxx L.L.P.Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Shares are first sold pursuant to the terms of this Agreement First Delivery Date and within five three (53) Trading Days after each Representation Date of (excluding Representation Dates with regard to i) the time the Company files Company’s filing of its Quarterly Reports annual report on Form 1020-QF under the Exchange Act and (ii) with respect to which the Company is obligated to deliver Company’s annual filing of a certificate in report on Form 6-K under the form attached hereto as Exhibit G Exchange Act containing financial information for which no waiver is applicableits second fiscal quarter ended on June 30 (each of (i) and (ii), an “Opinion Representation Date”), the Company shall cause to be furnished to the Placement Agent (i) a Cxxxx written opinion and negative assurance letter opinions of Hunton Dxxxx Xxxx & Xxxxxxxx LLP, corporate counsel to the Company Wxxxxxxx LLP (“U.S. Company Corporate Counsel”), ) and De Brauw Blackstone Westbroek N.V. (“Dutch Company Counsel”) or other counsel satisfactory to the Placement AgentCxxxx, in form and substance reasonably satisfactory to the Placement Agent Cxxxx and its counsel, dated the date that such opinion and negative assurance letter the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D7(n), respectively, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel reasonably satisfactory to Cxxxx and the Company covering matters of German law and matters specific to the Placement Agent Company (“Counsel to the Placement AgentGerman Company Counsel”), or other counsel satisfactory to the Placement Agent, ) in form and substance reasonably satisfactory to Cxxxx, each modified, as necessary, to relate to the Placement Agent, dated Registration Statement and the date that the opinion is required to be deliveredProspectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Opinion Representation Dates, counsel may furnish the Placement Agent Cxxxx with a letter (a “Reliance Letter”) to the effect that the Placement Agent Cxxxx may rely on a prior opinion delivered under this Section 7(p7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Opinion Representation Date). The requirement to provide the opinions under this Section 7(n) shall be waived for any Opinion Representation Date occurring at a time at which no Placement Notice is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following an Opinion Representation Date when the Company relied on such waiver and did not provide Cxxxx with the opinions under this Section 7(n), then before the Company delivers the Placement Notice or Cxxxx sells any Placement Shares, the Company shall provide Cxxxx with the opinions, substantially similar to the forms attached hereto as Exhibit 7(n), dated the date of the Placement Notice.

Legal Opinions. (A) On or prior to the date that of the Shares are first sold pursuant to the terms of this Agreement First Placement Notice Date and within five (5) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to any date which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant to Section 7(m) for which no suspension or waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a the written opinion and negative assurance letter of Hunton & Xxxxxxxx Xxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement AgentCompany, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated ; and (B) on or prior to the First Placement Notice Date and on or prior to the date that such opinion and negative assurance letter are required of any subsequent Placement Notice, the Company shall cause to be delivered, substantially similar furnished to the forms attached hereto as Exhibit D, and (ii), unless waived by Agent the Placement Agent, a written legal opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxxxx XX, Swiss counsel to for the Placement Agent (“Counsel to the Placement Agent”), Company or such other counsel satisfactory to the Placement AgentAgent (“Company Counsel”), in form and substance reasonably satisfactory to the Placement AgentAgent and its counsel, dated in the case of each of (A) and (B) the date that the opinion is and negative assurance letter, as the case may be, are required to be delivered, modified, as necessary, to relate to the Registration Statement, ADS Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in the case of each of (A) and (B) in lieu of such opinions opinion and negative assurance letter for subsequent Representation Dates, counsel Company Counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion or negative assurance letter delivered by such counsel under this Section 7(p7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement, ADS Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In addition, on or prior to the First Placement Notice Date, and on any date which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no suspension or waiver is applicable, the Agent shall have received an opinion of Xxxxxxxxx Xxxxxxx Xxxx & Xxxxx LLP, counsel for the Depositary (“Depositary Counsel”), in form and substance reasonably satisfactory to counsel for the Agent.

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G E for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx Dxxxx Xxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P.LeClairRyan, a Professional Corporation, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G F for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent Agents (i) a written opinion of Xxxxxxx, Street and negative assurance letter of Hunton & Xxxxxxxx LLPDeinard, PA, corporate counsel to the Company (“Company Corporate Counsel”)Company, or other counsel satisfactory to the Placement AgentAgents, in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-1, (ii) a written opinion of SNR Xxxxxx US LLP, special corporate counsel to the Company, or other counsel satisfactory to the Placement Agents, in form and substance reasonably satisfactory to the Placement Agents and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2 and (iii) a written opinion of SNR Xxxxxx US LLP, special tax counsel to the Company, or other counsel satisfactory to the Placement Agents, in form and substance reasonably satisfactory to the Placement Agents and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Shares first Units are first sold pursuant to the terms of this Agreement and within five (5) three Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company Partnership is obligated to deliver a certificate in the form attached hereto as Exhibit G F for which no waiver is applicable, the Company Partnership shall cause to be furnished to the Placement Agent Managers a written opinion of (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel to the Company Xxxxxxx Xxxxx LLP (“Company Corporate Partnership Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, Managers and (ii), unless waived by ) the Placement Agent, a written opinion general counsel of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”)General Partner, or other counsel satisfactory to the Placement AgentManagers, each in form and substance reasonably satisfactory to the Placement AgentManagers and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit C and Exhibit D, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Managers with a letter (a “Reliance Letter”) to the effect that the Placement Agent Managers may rely on a prior opinion delivered under this Section 7(p4(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). On each Representation Date described in Section 4(n)(1)(ii) or 4(n)(3) and within three Trading Days of the first Representation Date following any amendment or restatement of the Partnership Agreement or the General Partner LLC Agreement with respect to which the Partnership is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicable, the Partnership shall cause to be furnished to the Managers a written opinion of Xxxxxxxx, Xxxxxx and Finger, P.A., or such other counsel satisfactory to the Managers, in form and substance satisfactory to the Managers and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E; provided, however, that in lieu of such opinion for subsequent Representation Dates, counsel may furnish the Managers with a Reliance Letter.

Legal Opinions. On or prior to the date that the Shares first Securities are first sold pursuant to the terms of this Agreement and Agreement, within five (5) three Trading Days after of each Representation Date (excluding Representation Dates Date with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-QQ if and only if the Company has consummated an underwritten public offering of Common Stock (the “Prior Underwritten Offering”) within 30 days subsequent to the filing of such quarterly report on Form 10-Q and customary legal opinions and letters for an underwritten offering were delivered to the underwriters in connection with such Prior Underwritten Offering; provided that if an Agent was not an underwriter in such Prior Underwritten Offering, each counsel that delivered a legal opinion or letter in such Prior Underwritten Offering will furnish to such Agent a reliance letter to the effect that such Agent may rely on such prior opinion or letter to the same extent as if it were addressed and delivered to such Agent as of the date thereof) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant to Section 7(n) for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a written Agents the opinion and negative assurance letter letter, each dated the date it is delivered, of Hunton Sxxxxxx Xxxxxxx & Xxxxxxxx Bxxxxxxx LLP, corporate counsel to for the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement AgentCompany, in form and substance reasonably satisfactory to the Placement Agent Agents, together with signed or reproduced copies of such opinion and its counselletter for each of the other Agents, to the effect set forth in Exhibits D-1 and D-2 hereto, and the opinions, each dated the date that such opinion and negative assurance letter are required to be it is delivered, substantially similar to the forms attached hereto as Exhibit Dof Hunton Axxxxxx Xxxxx LLP, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., special tax counsel to the Placement Agent (“Counsel Company, and of Vxxxxxx LLP, special Maryland counsel to the Placement Agent”)Company, or other counsel satisfactory to the Placement Agent, each in form and substance reasonably satisfactory to the Placement AgentAgents, dated together with signed or reproduced copies of such opinion for each of the date that other Agents, to the opinion is required effect set forth in Exhibits E and F hereto, respectively, modified, as necessary, to be deliveredrelate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion or letter delivered under this Section 7(p7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G D for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton Lxxxxx & Xxxxxxxx Wxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel reasonably satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar in form and substance satisfactory to the forms attached hereto as Exhibit DPlacement Agent, and (ii), unless waived by the Placement Agent, a written opinion of Dxxxx Xxxxxx & Xxxxxx L.L.P.LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel reasonably satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion and negative assurance letter delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the First Placement Notice Date and on any date that the Shares are first sold pursuant to the terms of this Agreement and within five (5) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G pursuant to Section 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a the written opinion and negative assurance letter of Hunton Xxxxxxxxx & Xxxxxxxx Xxxxxxx LLP, corporate special counsel to the Company (“Company Corporate Counsel”)Company, or such other counsel satisfactory to the Placement AgentAgent (“Company Counsel”), in substantially the form and substance reasonably satisfactory to the Placement Agent and its counselpreviously agreed, dated the date that such the opinion and negative assurance letter are required to be delivered, substantially similar modified, as necessary, to relate to the forms attached hereto Registration Statement and the Prospectus as Exhibit Dthen amended or supplemented; provided, however, that in lieu of such opinion and negative assurance letter for subsequent Representation Dates, Company Counsel may furnish the Agent with a letter to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered by such counsel 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 opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date and (ii), unless waived by ) the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx Xxxxx LLP, Virginia counsel to the Placement Agent (“Counsel to the Placement Agent”)Company, or such other counsel satisfactory to the Placement AgentAgent (“Virginia Counsel”), in substantially the form and substance reasonably satisfactory to the Placement Agentpreviously agreed, 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, however, that in lieu of such opinions opinion for subsequent Representation Dates, counsel Virginia Counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered by such counsel under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. (1) On or prior to the date that the Shares are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after of each Representation Date listed in clauses (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Qii), (v) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G and (vi) for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent Agents, the Forward Sellers and the Forward Purchasers (i) a the written opinion opinions and negative assurance letter of Hunton (i) Lxxxxx & Xxxxxxxx LLP, corporate Wxxxxxx LLP or other counsel reasonably satisfactory to the Company Agents, the Forward Sellers and the Forward Purchasers (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent Agents, the Forward Sellers and its the Forward Purchasers and their counsel, dated the date that such opinion opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit DF-1, Exhibit F-2 and Exhibit F-3, respectively, modified as necessary to relate to the Registration Statement, the Prospectus, any Free Writing Prospectus and any applicable Terms Agreement, each as then amended or supplemented; and (ii), unless waived by ) the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent (“Counsel to the Placement Agent”), Vxxxxxx LLP or other counsel reasonably satisfactory to the Placement AgentAgents, the Forward Sellers and the Forward Purchasers (“Maryland Counsel”) with regard to matters of Maryland law, in form and substance reasonably satisfactory to the Placement AgentAgents, the Forward Sellers and the Forward Purchasers and their counsel, dated the date that the such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F-4; provided, however, that in lieu of such opinions and negative assurance letter for subsequent Representation DatesDates listed in clauses (i) through (iv), inclusive, of Section 8(a), each such counsel may furnish the Placement Agent Agents, the Forward Sellers and the Forward Purchasers with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents, the Forward Sellers and the Forward Purchasers may rely on a prior opinion or negative assurance letter delivered under this Section 7(p) 8(a). to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and Statement, the Prospectus and any Free Writing Prospectus, each as amended or supplemented at such Representation Date). (2) Within three (3) Trading Days of each Representation Date listed in clauses (i), (iii) and (iv) of Section 8(n) for which no waiver is applicable, the Company shall cause to be furnished to the Agents, the Forward Sellers and the Forward Purchasers the written opinion and negative assurance letter of Company Counsel, in form and substance reasonably satisfactory to the Agents, the Forward Sellers and the Forward Purchasers and their counsel, dated the date that the opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit F-5 and Exhibit F-3, respectively, modified as necessary to relate to the Registration Statement, the Prospectus and any Free Writing Prospectus, each as then amended or supplemented.

Legal Opinions. On or prior to Upon commencement of the date that offering of the Placement Shares are first sold pursuant to (and upon the terms recommencement of the offering of the Placement Shares under this Agreement following the termination of a suspension of sales hereunder) and within five (5) Trading Days after on each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G A for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent Agents (i) a written opinion of Ledgewood, a professional corporation or other counsel selected by Company and negative assurance letter of Hunton & Xxxxxxxx LLP, corporate counsel reasonably acceptable to the Company Agents (“Company Corporate Counsel”), or other counsel satisfactory ) as to the Placement Agent, corporate and securities matters in form and substance reasonably satisfactory to the Placement Agent and its counselAgents, dated as of the date of such commencement or recommencement, as applicable (it being understood that as to matters of Maryland law, Company Counsel may rely on Maryland counsel reasonably acceptable to the Agents, such opinion modified, as necessary to relate to the Registration Statement and the Prospectus as then amended or supplemented and with customary assumptions and exceptions), (ii) a negative assurance letter are required to be delivered, substantially similar from Company Counsel in form and substance satisfactory to the forms attached hereto Agents, dated as Exhibit Dof the date of such commencement or recommencement, as applicable, and (ii), unless waived by the Placement Agent, iii) a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel Company Counsel as to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, tax matters in form and substance reasonably satisfactory to the Placement AgentAgents, dated as of the date that the opinion is required to be deliveredof such commencement or recommencement, as applicable; provided, however, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel Company Counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) substantially to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of the date of the Reliance Letter). The obligation of the Company under this Section 7(n) shall be deferred for any period of suspension of sales hereunder and shall recommence upon the termination of any such Representation Date)period of suspension of sales hereunder.

Legal Opinions. (1) On or prior to the date that of the Shares are first sold pursuant to the terms of this Agreement Placement Notice and (2) within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton each of (A) Ropes & Xxxxxxxx LLP, corporate counsel to the Company Gxxx LLP (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Placement Agent B) Gxxxxxx Procter LLP (“Counsel to the Placement AgentIP Counsel”), or other counsel satisfactory to the Placement Agent, in each case in form and substance reasonably satisfactory to the Placement AgentAgent and its counsel, dated substantially similar to the date that forms previously provided to the opinion is required Agent and its counsel, modified as necessary, to be deliveredrelate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to the Agent no more than one opinion from each of Company Counsel and IP Counsel hereunder per calendar quarter, and the Company shall not be required to furnish any such opinions if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five (5) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G E for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a written opinion and negative assurance letter of Hunton Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, corporate counsel to the Company and the Manager (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar (ii) a written tax opinion of Company Corporate Counsel, or other counsel satisfactory to the forms attached hereto as Exhibit DPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iiiii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P.Cozen X’Xxxxxx, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. (1) On or prior to the date that of the Shares are first sold pursuant Placement Notice the Company shall cause to be furnished to the terms of this Agreement Agent a written opinion in form and substance reasonably satisfactory to Agent and its counsel of: (i) Gracin & Mxxxxx, LLP (“Company Counsel”), (ii) special patent counsel to the Company, and (iii) special regulatory counsel to the Company, and (2) unless a Suspension is in effect, within five (5) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G 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 Placement Agent (i) a written opinion and negative assurance letter statement of Hunton & Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, and (ii), unless waived by the Placement Agent, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel one delivered on or prior to the date of the first Placement Agent (“Counsel Notice, modified, as necessary, to relate to the Placement Agent”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, the Company shall be required to furnish to Agent no more than one statement from Company Counsel hereunder per calendar quarter and the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such opinions negative assurance statements for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered letterdelivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that the Shares Securities are first sold pursuant to the terms of this Agreement and within five three (53) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G D for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent Agents (i) a written opinion and negative assurance letter of Hunton & Xxxxxxxx Xxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel reasonably satisfactory to the Placement AgentAgents, in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that such the opinion and negative assurance letter are is required to be delivered, substantially similar in form and substance satisfactory to the forms attached hereto as Exhibit DPlacement Agent, and (ii), unless waived by the Placement AgentAgents, a written opinion of Xxxxx Xxxxxx & Xxxxxx L.L.P.LLP, counsel to the Placement Agent Agents (“Counsel to the Placement AgentAgents”), or other counsel reasonably satisfactory to the Placement AgentAgents, in form and substance reasonably satisfactory to the Placement AgentAgents, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion and negative assurance letter delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).