Common use of Opinions of Counsel Clause in Contracts

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. Xx, Esq., Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLP, special counsel for the Constituent Companies, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such Purchaser) and (c) from Xxxxxx Xxxxxx LLP, special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx Xxxxxxxxxxx X. XxXxxxxx, Esq.counsel for the Company, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser), the Purchasers) and (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx Xxxxxx, LLP, special counsel for to the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser’s counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. Xx(i) Xxxxxx & Xxxxxxx LLP, Esq.special counsel for the Parent, Vice President-General Counsel of the Parent Guarantor Issuer and the Initial Subsidiary Guarantors, covering the matters set forth in Exhibit 4.4(aSchedule 4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request and (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such Purchaser), (bii) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx Xxxxxxx LLP, special Maryland counsel for the Constituent CompaniesParent, covering the matters set forth in Exhibit 4.4(bSchedule 4.4(a)(ii) and covering such other customary matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Parent, the Issuer and the Initial Subsidiary Guarantors hereby instruct such counsel their counsels to deliver such opinion opinions to such Purchaserthe Purchasers) and (cb) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(cSchedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. Xx& XxXxxxx LLP, Esq.counsel for the Company, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPXxxx Xxxxx, special counsel Chief Regulatory Counsel for the Constituent CompaniesUnitil Service Corp., covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such counsel instructs Xxxx Xxxxx to deliver such opinion to such Purchaserthe Purchasers) and (c) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx Xxxxxxxxxxx X. XxXxxxxx, Esq.counsel for the Company, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser), the Purchasers) and (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx Xxxxxx, LLP, special counsel for to the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such the Purchaser or special the Purchaser’s counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from Xxxxx Xxxxxxxx X. XxXxxxxxxx, Esq., Vice President-Deputy General Counsel and Assistant Secretary of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPDay, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from Xxxxx X. XxHunton & Xxxxxxxx LLP, Esq.special Virginia counsel to the Company, Vice President-General Counsel of substantially in the Parent Guarantor covering the matters form set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPX. X’Xxxxxx, special counsel for General Counsel of the Constituent CompaniesCompany, covering substantially in the matters form set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such Purchaser) and request, (c) from Xxxxxx Xxxxxx Cravath, Swaine & Xxxxx LLP, special counsel to the Purchasers in connection with such transactionsCompany, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (d) from Xxxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(d) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxKing & Spalding LLP, Esq.counsel to the Constituent Companies and the Subsidiary Guarantors, Vice President-General Counsel of Xxxxxxx LLP, Maryland counsel to the Parent Guarantor Constituent Companies and the Subsidiary Guarantors, Xxxxxxxxx Traurig LLP, Massachusetts counsel to the Constituent Companies and the Subsidiary Guarantors, Smith, Slusky, Xxxxxx & Xxxxxx, LLP, Nebraska counsel to the Constituent Companies and the Subsidiary Guarantors, and Stoel Rives LLP, Minnesota counsel to the Constituent Companies and the Subsidiary Guarantors, collectively covering the matters set forth in Exhibit Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such their counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLP, special counsel for the Constituent Companies, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such PurchaserPurchasers) and (cb) from Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(cSchedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (aa)(i) from Xxxxx X. XxHxxxxxxx Mxxxxx Sxxxxxxx and Cxxx LLP, Esq.independent counsel for the Company and the Guarantors, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request as appropriate (and the Constituent Companies Company and the Parent Guarantor hereby instruct such their counsel to deliver such opinion to such Purchaserthe Purchasers), (bii) from Goodsill Xxxxxxxx Bxxxxxx Xxxxx & Xxxxxx LLP, as special Maryland counsel for to the Constituent CompaniesParent Guarantor, covering the matters as appropriate for the Parent Guarantor set forth in Exhibit 4.4(b4.4(a)(ii) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request as appropriate (and the Constituent Companies Company and the Parent Guarantor hereby instruct such their counsel to deliver such opinion to such Purchaserthe Purchasers) and (cb) from Xxxxxx Xxxxxx Cxxxxxx and Cxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.. Agree Limited Partnership Uncommitted Master Note Facility

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. Xx(i) Fulbright & Xxxxxxxx L.L.P., Esq.U.S. counsel for the Obligors and the Initial Material Subsidiary Guarantors specifically identified (without duplication) in clauses (A)(1) - (6) and (B)(1) - (4) in the definition of “Initial Material Subsidiary Guarantor”, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a4.4(a)(i), (ii) from Internal Counsel for the Company and the Initial Material Domestic Subsidiary Guarantors, covering the matters set forth in Exhibit 4.4(a)(ii) and (iii) from Van Xxxxxx Xxxx, Dutch counsel to the Parent Guarantor, covering the matters set forth in Exhibit 4.4(a)(iii), and in each case, covering such other matters incident to the transactions contemplated hereby as such Purchaser or its special counsel to the Purchasers may reasonably request (and the Constituent Companies Obligors hereby instruct such their respective counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel for the Constituent Companies, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such Purchaser) and (c) from Xxxxxx Xxxxxx LLP, special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request, and (c) from counsel to the Escrow Agent in form and substance reasonably satisfactory to such Purchaser and its special counsel.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. Xx, Esq., Vice President-General Counsel of the Parent Guarantor Company covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct instructs such counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLP, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct instructs such counsel to deliver such opinion to such Purchaser) and (c) from Xxxxxx Xxxxxx LLP, special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. Xx, Esq., Senior Vice President-, General Counsel Counsel, Chief Compliance Officer and Corporate Secretary of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such Purchaser), (b) from Goodsill Pillsbury Xxxxxxxx Xxxxx & Xxxxxx Xxxx Xxxxxxx LLP, special counsel for the Constituent Companies, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such Purchaser) and (c) from Xxxxxx Xxxxxx LLP, special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from Xxxxx Xxxx X. XxXxxxxxx, Esq., Vice President-General Counsel of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx Faegre & Xxxxxx LLP, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxx Xxxxxxx and Xxxxxx, LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from Xxxxx X. XxHunton & Xxxxxxxx LLP, Esq.special Virginia counsel to the Company, Vice President-General Counsel of substantially in the Parent Guarantor covering the matters form set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPX. X’Xxxxxx, special counsel for Senior Vice President, Strategic Development and Chief Legal Officer of the Constituent CompaniesCompany, covering substantially in the matters form set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such Purchaser) and request, (c) from Xxxxxx Xxxxxx Cravath, Swaine & Xxxxx LLP, special counsel to the Purchasers in connection with such transactionsCompany, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (d) from Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(d) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from Xxxxx Xxxxxxxxxxx X. XxXxxxxx, Esq.counsel for the Company, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser), the Purchasers) and (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx Xxxxxx, LLP, special counsel for to the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser’s counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from Xxxxx Xxxxxx X. Xx, Esq.Xxxxxxxxxxx, Vice President-President & Associate General Counsel of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxxx Xxxxxxx Xxxxx & Xxxxxx Xxxxxxxxxxx LLP, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from Xxxxx Xxxx X. XxXxxxxxx, Esq., Vice President-General Counsel Corporate Secretary of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx Xxxxx, LLP, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (aa)(i) from Xxxxx X. XxHxxxxxxx Mxxxxx Sxxxxxxx and Cxxx LLP, Esq.independent counsel for the Company and the Guarantors, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request as appropriate (and the Constituent Companies Company and the Parent Guarantor hereby instruct such their counsel to deliver such opinion to such Purchaserthe Purchasers), (bii) from Goodsill Xxxxxxxx Bxxxxxx Xxxxx & Xxxxxx LLP, as special Maryland counsel for to the Constituent CompaniesParent Guarantor, covering the matters as appropriate for the Parent Guarantor set forth in Exhibit 4.4(b4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request as appropriate (and the Constituent Companies Company and the Parent Guarantor hereby instruct such their counsel to deliver such opinion to such Purchaserthe Purchasers) and (cb) from Xxxxxx Xxxxxx Cxxxxxx and Cxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (aa)(i) from Xxxxxx Xxxxx X. XxXxxxxxx Xxxxx & Xxxxx LLP, Esq.counsel for the Company and the Original Guarantors, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(aSchedule 4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser), the Purchasers) and (bii) from Goodsill Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxxxxxx & Xxxxxx Mugel, LLP, special counsel for the Constituent CompaniesCompany and the Original Guarantors, covering the matters set forth in Exhibit 4.4(bSchedule 4.4(a)(ii) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers) and (cb) from Xxxxxx Xxxxxx Xxxxxxx Xxxx & Xxxxxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(cSchedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxXxxx Xxxxxxxx, Esq., Vice President-General Counsel of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx XxXxxxxxx Will & Xxxxx & Xxxxxx LLP, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) ), and (c) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers' special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx Xxxxxxx X. XxSantivacsi, Esq., Vice President-General Counsel of counsel to the Parent Guarantor Company and Xxxxxx, Xxxxx & Bockius LLP, counsel for the Company, together covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion opinions to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLP, special counsel for the Constituent Companieseach Guarantor, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct instructs such counsel to deliver such opinion opinions to such Purchaser) ), and (c) from Xxxxxx Xxxxxx LLPXxxxxxx and Xxxxxx, Purchasers' special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such 2010 Purchaser shall have received opinions in form and substance satisfactory to such 2010 Purchaser, dated the date of the such Closing (ai) (A) from Xxxxxxxx, Xxxxx, Xxxxxxx & Xxxxx X. XxLLP, Esq.special counsel for the Credit Parties, Vice President-General Counsel of substantially in the Parent Guarantor covering the matters form set forth in Exhibit 4.4(a4.1(d)(i)(A) and covering such other matters incident to the transactions contemplated hereby as such 2010 Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe 2010 Purchasers), and (bB) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPXxxx X. Xxx Xxxx, special General Counsel of the Company and counsel for to the Constituent CompaniesSubsidiary Guarantors, covering substantially in the matters form set forth in Exhibit 4.4(b4.1(d)(i)(B) and covering such other matters incident to the transactions contemplated hereby as such 2010 Purchaser or its counsel may reasonably request, and (ii) from Xxxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such Purchaser) and (c) from Xxxxxx Xxxxxx LLP, special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.1(d)(ii) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of First Closing Date (for the First Closing) or the Second Closing Date (for the Second Closing) (a) from Xxxxx X. Xx(i) Xxxxxx & Xxxxxxx LLP, Esq.special counsel for the Parent, Vice President-General Counsel of the Parent Guarantor Issuer and the Initial Subsidiary Guarantors, covering the matters set forth in Exhibit 4.4(aSchedule 4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request and (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such Purchaser), (bii) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx Xxxxxxx LLP, special Maryland counsel for the Constituent CompaniesParent, covering the matters set forth in Exhibit 4.4(bSchedule 4.4(a)(ii) and covering such other customary matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Parent, the Issuer and the Initial Subsidiary Guarantors hereby instruct such counsel their counsels to deliver such opinion opinions to such Purchaserthe Purchasers) and (cb) from Xxxxxx Xxxxxx Xxxxxx, Xxxxx & Xxxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(cSchedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing from (a) from Xxxxx X. Xx, Esq., Vice President-the General Counsel of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a4.4(a)(i) (with respect to the Series 2021-A Closing Day) and covering the matters set forth in Exhibit 4.4(a)(ii) (with respect to any Closing Day other than the Series 2021-A Closing Day) and, in each case, covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPDay, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b4.4(b)(i) (with respect to the Series 2021-A Closing Day) and covering the matters set forth in Exhibit 4.4.(b)(ii) (with respect to any Closing Day other than the Series 2021-A Closing Day) and, in each case, covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) transactions and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxWinston & Xxxxxx LLP, Esq.U.S. legal advisers for the Company and the Initial Subsidiary Guarantors, Vice President-General Counsel of in the Parent Guarantor covering the matters set forth in form attached as Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company and the Initial Subsidiary Guarantors hereby instruct such their counsel to deliver such opinion to such Purchaserthe Purchasers), ; (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPStudio Legale Xxxxxxx Erede Xxxxxxxxxx, special counsel Italian legal advisers for the Constituent CompaniesCompany and the Initial Subsidiary Guarantors, covering in the matters set forth in form attached as Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company and the Initial Subsidiary Guarantors hereby instruct such its counsel to deliver such opinion to such Purchaser) the Purchasers); and (c) from Xxxxxx Xxxxxx Xxxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially transactions in the form set forth in attached as Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxArentFox Schiff LLP, Esq.special counsel for the Company, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser’s counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx Xxxxxxxxx & Xxxxxx LLPXxxxxxx, special PLLC, Nevada counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser’s counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct instructs its counsel to deliver such opinion to such Purchaser), (c) from Xxxxxxx X. Xxxxxxxx, General Counsel of the Company, covering the matters set forth in Exhibit 4.4(c) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to such Purchaser) and (cd) from Xxxxxx Xxxxxx & Xxxxxxx LLP, special counsel to for the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(d) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxXxxxxx & Xxxxxxx LLP, Esq.counsel for the Company, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLP, special counsel the General Counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers) and (c) from Xxxxxx Xxxxxx Xxxxxx, Xxxxx & Xxxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) agreed with such Purchaser and covering such other matters incident to such transactions as such Purchaser may reasonably request.. DB1/ 133878806.7

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. Xx, Esq., Senior Vice President-, General Counsel Counsel, Chief Compliance & Administrative Officer and Corporate Secretary of the Parent Guarantor Company covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct instructs such counsel to deliver such opinion to such Purchaser), (b) from Goodsill Pillsbury Xxxxxxxx Xxxxx & Xxxxxx Xxxx Xxxxxxx LLP, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct instructs such counsel to deliver such opinion to such Purchaser) and (c) from Xxxxxx Xxxxxx LLP, special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from Xxxxx X. XxXxxxx Xxxxxxxx, Esq., Vice President-Deputy General Counsel of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Cravath, Swaine & Xxxxx & Xxxxxx LLP, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxx Xxxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. Xx(i) Xxxxxxxx Xxxxx, Esq., Vice President-General Counsel of to the Parent Guarantor Obligors, and (ii) Mayer, Brown, Xxxx & Maw, special counsel for the Obligors, covering the matters set forth in Exhibit 4.4(a5(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Obligors hereby instruct such their counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx Xxxxxx Xxxxxxx & Xxxxxx LLPFarmers, special Barbados counsel for the Constituent CompaniesGEI, covering the matters set forth in Exhibit 4.4(b5(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies GEI hereby instruct such its counsel to deliver such opinion to such Purchaser) ), and (c) from Xxxxxx Xxxxxx LLPXxxxxxx and Xxxxxx, special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c5(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from Xxxxx Xxxx X. Xx, Esq.Xxxxx, Vice President-, Secretary and General Counsel of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx Xxxxxxx LLP, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (aa)(i) from Xxxxx X. XxXxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP, Esq.independent counsel for the Company and the Guarantors, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request as appropriate (and the Constituent Companies Company and the Parent Guarantor hereby instruct such their counsel to deliver such opinion to such Purchaserthe Purchasers), (bii) from Goodsill Xxxxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP, as special Maryland counsel for to the Constituent CompaniesParent Guarantor, covering the matters as appropriate for the Parent Guarantor set forth in Exhibit 4.4(b4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request as appropriate (and the Constituent Companies Company and the Parent Guarantor hereby instruct such their counsel to deliver such opinion to such Purchaserthe Purchasers) and (cb) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxRoy H. Stahl, Esq., Vice President-General Counsel of the Parent Guarantor Company, covering the matters set forth mattxxx xxx xxxxh in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx Dilworth Paxson, LLP, special counsel for to the Constituent CompaniesCompany, covering the matters set forth maxxxxx xxx xxxxx in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) ), and (c) from Xxxxxx Xxxxxx Chapman and Cutler LLP, the Purchasers' special counsel to the Purchasers in connection with such transactionsxxxx xuch txxxxxxtions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the such Closing (a) from Xxxxx Xxxxxxx X. XxXxxxxxxxx, Esq., Vice President-General Counsel of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx Xxxxxxxxx & Xxxxxx Xxxxxxx LLP, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) ), and (c) from Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxx LLP, special counsel to for the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxXxxxxx LLP, Esq.special counsel for the Company, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxx Xxxxx, Chief Regulatory Counsel for Unitil Service Corp., and/or from Ransmeier & Xxxxxxxx Xxxxx & Xxxxxx LLPP.C., special real estate counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such counsel instructs Xxxx Xxxxx to deliver such opinion to such Purchaserthe Purchasers) and (c) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxDentons US LLP, Esq.special counsel for the Company, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxx Xxxxx, Chief Regulatory Counsel for Unitil Service Corp., and/or from Ransmeier & Xxxxxxxx Xxxxx & Xxxxxx LLPP.C., special real estate counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such counsel instructs Xxxx Xxxxx to deliver such opinion to such Purchaserthe Purchasers) and (c) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxJohn J. Bishar, Jr., Esq., Vice President-General Counsel of the Parent Guarantor to KeySpan Corporation xxx Xxxxxxx xx xxx Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx Simpson Thacher & Xxxxxx Bartlett LLP, special counsel for the Constituent CompaniesCompany, covering the matters set forth xxxxxxxx xxx xxttexx xxx xorth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its special counsel to deliver such opinion to such Purchaserthe Purchasers) and (c) from Xxxxxx Xxxxxx Dewey Ballantine LLP, the Purchasers' special counsel to the Purchasers counsel, in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) conxxxxxxx xxxx xhe transactions contemplated hereby and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxXxxxxx Xxxx, Esq., Vice President-General Counsel of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLP, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) ), and (c) from Xxxxxx Xxxxxx LLPXxxxxxx and Xxxxxx, the Purchasers' special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxXxxxxx & Xxxxxxx LLP, Esq.counsel for the Obligors, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special the Purchasers’ counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxx & Xxxxxx Ingersoll LLP, special Maryland counsel for the Constituent CompaniesObligors, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special the Purchasers’ counsel to the Purchasers may reasonably request with respect to Maryland law (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Milbank, Tweed, Xxxxxx Xxxxxx & XxXxxx LLP, the Purchasers’ special New York counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxDentons US LLP or another member firm of Dentons, Esq.in each case special counsel for the Company, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPXxxxxxx Xxxxxx, special counsel Chief Regulatory Counsel for the Constituent CompaniesUnitil Service Corp., covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such counsel instructs Xxxxxxx Xxxxxx to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx Xxxxxxxxxxx X. XxXxxxxx, Esq.counsel for the Company, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx Xxxxxx, LLP, special counsel for to the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser’s counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (aa)(i) from Xxxxx X. XxXxxxxxxx LLP, Esq.independent counsel for the Company and the Guarantors, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request as appropriate (and the Constituent Companies Company and the Parent Guarantor hereby instruct such their counsel to deliver such opinion to such Purchaserthe Purchasers), (bii) from Goodsill Xxxxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP, as special Maryland counsel for to the Constituent CompaniesParent Guarantor, covering the matters as appropriate for the Parent Guarantor set forth in Exhibit 4.4(b4.4(a)(ii) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request as appropriate (and the Constituent Companies Company and the Parent Guarantor hereby instruct such their counsel to deliver such opinion to such Purchaserthe Purchasers) and (cb) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing from (a) from Xxxxx X. Xx, Esq., Vice President-the General Counsel of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a4.4(a)(i) (with respect to the Series 2021-B Closing Day) and covering the matters set forth in Exhibit 4.4(a)(ii) (with respect to any Closing Day other than the Series 2021-B Closing Day) and, in each case, covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPDay, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b4.4(b)(i) (with respect to the Series 2021-B Closing Day) and covering the matters set forth in Exhibit 4.4.(b)(ii) (with respect to any Closing Day other than the Series 2021-B Closing Day) and, in each case, covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) transactions and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxKing & Spalding LLP, Esq.counsel to the Constituent Companies and the Subsidiary Guarantors, Vice President-General Counsel of Xxxxxxx LLP, Maryland counsel to the Parent Guarantor Constituent Companies and the Subsidiary Guarantors, Xxxxxxx XxXxxxxx, Nova Scotia counsel to the Constituent Companies and the Subsidiary Guarantors, K&L Gates, Australian counsel to the Constituent Companies and the Subsidiary Guarantors, and Xxxxxxx Xxxxxx, New Zealand counsel to the Constituent Companies and the Subsidiary Guarantors, collectively covering the matters set forth in Exhibit Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such their counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLP, special counsel for the Constituent Companies, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such PurchaserPurchasers) and (cb) from Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(cSchedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxWinston & Xxxxxx LLP, Esq.U.S. legal advisers for the Company, Vice President-General Counsel of the Parent Guarantor and the Initial Subsidiary Guarantor, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company, the Parent and the Initial Subsidiary Guarantor hereby instruct such their counsel to deliver such opinion to such Purchaserthe Purchasers), ; (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPStudio Legale Xxxxxxx Erede Xxxxxxxxxx, special counsel Italian legal advisers for the Constituent CompaniesParent and the Initial Subsidiary Guarantor, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Parent and the Initial Subsidiary Guarantor hereby instruct such its counsel to deliver such opinion to such Purchaser) the Purchasers); and (c) from Xxxxxx Xxxxxx LLP& Xxxxxxx, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and transactions covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxXxxx Xxxxxxxx, Esq., Vice President-General Counsel of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPXxxxxxx PLLC, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) ), and (c) from Xxxxxx Xxxxxx LLPXxxxxxx and Xxxxxx, the Purchasers' special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from Xxxxx X. XxCxxxxx, Esq.Mxxxxx-Xxxxxxx, Vice President-General Counsel of Colt & Mosle LLP, counsel for the Parent Guarantor covering Company and the matters set forth Subsidiary Guarantors, and from special local counsel for one or more Subsidiary Guarantors, and in Exhibit 4.4(a) each case, in a form that is reasonably satisfactory to such Purchaser and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser), the Purchasers) and (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx Cxxxxxx and Cxxxxx LLP, the Purchasers’ special counsel for the Constituent Companies, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such Purchaser) and (c) from Xxxxxx Xxxxxx LLP, special counsel to the Purchasers in connection with such transactions, substantially in the a form set forth in Exhibit 4.4(c) that is reasonably satisfactory to such Purchaser and covering such other matters incident to such transactions as such Purchaser may reasonably request; or, in each case, similar opinions from such replacement counsel chosen by the Company and reasonably acceptable to the Purchasers.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from Xxxxx Jxxxx X. XxXxxxxx, Esq., Vice President-General Counsel of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPBxxxx Bxxxx L.L.P., special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxx Cxxxxxx and Cxxxxx LLP, the Purchasers’ special counsel to the Purchasers counsel, in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxXxxxxx & Xxxxxxx LLP, Esq.counsel for the Company, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLP, special counsel the General Counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers) and (c) from Xxxxxx Xxxxxx Xxxxxx, Xxxxx & Xxxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) agreed with such Purchaser and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx Kxxxx X. XxXxxxxxxxxx, Esq., Vice President-General Counsel of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser’s counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Bxxxxxx Xxxxx & Xxxxxx LLP, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser’s counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) and ), (c) from Xxxxxx Xxxxxx Cxxxxxxxx & Bxxxxxx LLP, special counsel for the Company, covering the matters set forth in Exhibit 4.4(c) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to such Purchaser), and (d) from Hunton & Wxxxxxxx LLP, special counsel for the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(d) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxXxxxxx Xxxxxxxxxx, Esq., Vice President-General Counsel of general counsel to the Parent Guarantor Company and the Guarantors, covering the matters set forth in Exhibit 4.4(a4.5(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser's special counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct instructs such counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPXxxxxxx and Xxxxxx, special counsel for to the Constituent CompaniesCompany and the Guarantors, covering the matters set forth in Exhibit 4.4(b4.5(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser's special counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct instructs such counsel to deliver such opinion to such Purchaser) and (c) from Xxxxxx Xxxxxx LLP& Xxxxx, such Purchaser's special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxKirk J. Xxxx, EsqXxx., Vice President-General Counsel of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx Covingtxx & Xxxxxx LLPXxxxing XXX, special counsel xounsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) ), and (c) from Xxxxxx Xxxxxx LLPDewey Bxxxxxxxxx XXX, special xpecial counsel to for the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from Xxxxx Xxxxxx X. Xxxx, Xx, Esq., Vice President-General Counsel of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPDay, special counsel for the Constituent CompaniesCompany, and Xxxxxx Xxxxxxxx & Xxxx LLP, Michigan special counsel for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion opinions to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxx Xxxxxxx and Xxxxxx, LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. Xx& XxXxxxx LLP, Esq.counsel for the Company and Unitil, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPXxxx Xxxxx, special counsel Chief Regulatory Counsel for the Constituent CompaniesUnitil Service Corp., covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such counsel instructs Xxxx Xxxxx to deliver such opinion to such Purchaserthe Purchasers) and (c) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from Xxxxx Xxxxxx X. XxXxxxxxxxxx, Esq., Vice President-Associate General Counsel of the Parent Guarantor Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxxx Xxxxxxx LLP, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxShearman & Sxxxxxxx, Esq.counsel for the Company, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct instructs such counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPW. Xxxx Xxxxx, special counsel for Esq., General Counsel to the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request, (c) from Torys LLP, Canadian counsel for the Company, covering the matters set forth in Exhibit 4.4(c) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct instructs such counsel to deliver such opinion to such Purchaser) and (cd) from Sxxxxx Xxxxxx Xxxxxx LLP& Wxxxx, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(d) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. Xx, Esq., Senior Vice President-, General Counsel Counsel, Chief Compliance Officer and Corporate Secretary of the Parent Guarantor Company covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct instructs such counsel to deliver such opinion to such Purchaser), (b) from Goodsill Pillsbury Xxxxxxxx Xxxxx & Xxxxxx Xxxx Xxxxxxx LLP, special counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct instructs such counsel to deliver such opinion to such Purchaser) and (c) from Xxxxxx Xxxxxx LLP, special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxMxxxxxx Xxxxx, Esq., Vice President-General Counsel of for the Parent Guarantor Company and the Guarantors, covering the matters set forth in Exhibit 4.4(a4.5(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request, (b) from DLA Piper US LLP, special counsel for the Company and the Guarantors, covering the matters set forth in Exhibit 4.5(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLP, special counsel for the Constituent Companies, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) and (c) from Xxxxxx Sxxxxx Xxxxxx LLP, special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.5(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from Xxxxx X. Xx(x) Lxxxxx & Wxxxxxx LLP, Esq.special counsel for the Note Parties, Vice President-General Counsel of in substantially the Parent Guarantor covering the matters form set forth in Exhibit 4.4(aSchedule 4.4(a)(x) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Note Parties hereby instruct such their counsel to deliver such opinion opinions to such Purchaser), the Purchasers) and (by) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx Vxxxxxx LLP, special Maryland counsel for to the Constituent CompaniesNote Parties, covering in substantially the matters form set forth in Exhibit 4.4(bSchedule 4.4(a)(y) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Note Parties hereby instruct such their counsel to deliver such opinion opinions to such Purchaserthe Purchasers) and (cb) from Xxxxxx Xxxxxx Cxxxxxx and Cxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(cSchedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.. Safehold Operating Partnership LP Note Purchase Agreement

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxMayer, Esq.Brown, Vice President-General Counsel of Xxxx & Maw LLP, special counsel for the Parent Guarantor Trust and the Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby by the Financing Documents as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Trust and the Company hereby instruct such their counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx Xxxxxxx LLP, special Maryland counsel for the Constituent CompaniesTrust, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby by the Financing Documents as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Trust and the Company hereby instruct such their counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Day, Xxxxx & Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx Xxxx X. XxXxxxxxxxxx, Esq., Senior Vice President-, General Counsel Counsel, Secretary and Chief Administrative Officer of the Parent Guarantor covering Company, substantially in the matters form set forth in Exhibit 4.4(a) ), and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such Purchaser)request, (b) from Goodsill Xxxxxxxx Xxxxx Jenner & Xxxxxx Block LLP, special counsel for to the Constituent CompaniesCompany, covering substantially in the matters form set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxx LLP, special counsel to the Purchasers in connection with such transactions, substantially in to the form effect set forth in Exhibit 4.4(c) and covering such other matters incident to such the transactions contemplated hereby as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxMiller, Esq.Canfield, Vice President-General Counsel Paddock and Stone, P.L.C., counsel for the Company and those Subsidiary Guarantors incorporated under the laws of the Parent Guarantor Michigan or Delaware, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such counsel instructs Miller, Canfield, Paddock and Stone, P.L.C. to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx Daryl P. McDonald, Esq., General Counsel & Xxxxxx LLPSecretary of the Company, special counsel for the Constituent Companies, covering the matters cxxxxxxx xxx xxxxxrs set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser's counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such counsel instructs its General Counsel & Secretary to deliver such opinion to such Purchaser) ), and (c) from Xxxxxx Xxxxxx LLPChapman and Cutler, such Purchaser's special counsel to the Purchasers in connection with such transactionswitx xxxx transxxxxxxs, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date (a) from Xxxxx Jxxxxx X. XxXxxxx, Esq.Associate Corporate Counsel and Vermont counsel for the Company, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a); (b) and from Rxxxxxxxx & Sxxxxxxx PC, New Hampshire counsel for the Company, covering the matters set forth in Exhibit 4.4(b); (c) from Mxxxxx Cxxxxxx LLP, Connecticut counsel for the Company, covering the matters set forth in Exhibit 4.4(c); (d) from Vxxxxxx Xxxx LLP, Maine counsel for the Company, covering the matters set forth in Exhibit 4.4(d); (e) from Lxxx & Loeb LLP, New York counsel for the Company, covering the matters set forth in Exhibit 4.4(e); (each of the opinions listed in clauses (a) through (e) above (1) shall also cover such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct instructs each of such counsel to deliver such opinion opinions to such Purchaser and (2) may, with respect to the Other Bonds, be rendered by other counsel for the Company approved in writing by such Purchaser, which approval shall not be unreasonably withheld), ; and (bf) from Goodsill Xxxxxxxx Xxxxx & Dxx Xxxxxx LLP, the Purchasers’ special counsel for the Constituent Companies, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such Purchaser) and (c) from Xxxxxx Xxxxxx LLP, special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of First Closing Date (for the First Closing) or the Second Closing Date (for the Second Closing) (a) from Xxxxx X. Xx(i) Lxxxxx & Wxxxxxx LLP, Esq.special counsel for the Parent, Vice President-General Counsel of the Parent Guarantor Issuer and the Initial Subsidiary Guarantors, covering the matters set forth in Exhibit 4.4(aSchedule 4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request and (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such Purchaser), (bii) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx Vxxxxxx LLP, special Maryland counsel for the Constituent CompaniesParent, covering the matters set forth in Exhibit 4.4(bSchedule 4.4(a)(ii) and covering such other customary matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Parent, the Issuer and the Initial Subsidiary Guarantors hereby instruct such counsel their counsels to deliver such opinion opinions to such Purchaserthe Purchasers) and (cb) from Xxxxxx Xxxxxx Mxxxxx, Xxxxx & Bxxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(cSchedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx Xxxxxxxxxxx X. XxXxxxxx, Esq.counsel for the Company, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser), the Purchasers) and (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLP, special counsel for to the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special such Purchaser’s counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxxx and Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxXxxxxxx Xxxxxx, Esq., Vice President-General Counsel of the Parent Guarantor Parent, covering the matters set forth in Exhibit Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Parent, the Company and Care GP each hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx Sidley Austin LLP, special counsel for the Constituent CompaniesTransaction Parties, covering the matters set forth in Exhibit Schedule 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Parent, the Company and Care GP each hereby instruct such instructs its special counsel to deliver such opinion to such Purchaserthe Purchasers) and (c) from Xxxxxx Xxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit Schedule 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from Xxxxx X. XxRxxxxxx Xxxxx, Esq., Vice President-Assistant General Counsel of NJR Service Corporation, and of Txxxxxxx Sxxxxxx LLP, in each case special counsel for the Parent Guarantor Company and the Guarantors, covering the matters set forth in Exhibit 4.4(a4.6(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such counsel to deliver such opinion to such Purchaser), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLP, special counsel for the Constituent Companies, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) and (cb) from Xxxxxx Sxxxxx Xxxxxx LLP, special counsel to the Purchasers of the Notes of such Series, or such other special counsel as such Purchasers shall have designated, in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.6(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxWinston & Xxxxxx LLP, Esq.U.S. legal advisers for the Company, Vice President-General Counsel of the Parent Guarantor and the Initial Subsidiary Guarantor, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company, the Parent and the Initial Subsidiary Guarantor hereby instruct such their counsel to deliver such opinion to such Purchaserthe Purchasers), ; (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPStudio Legale Xxxxxxx Erede Xxxxxxxxxx, special counsel Italian legal advisers for the Constituent CompaniesParent and the Initial Subsidiary Guarantor, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Parent and the Initial Subsidiary Guarantor hereby instruct such its counsel to deliver such opinion to such Purchaser) the Purchasers); and (c) from Xxxxxx Xxxxxx White & Case LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and transactions covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from Xxxxx X. Xx(i) Fried, Esq.Frank, Vice President-General Counsel of Harris, Xxxxxxx & Xxxxxxxx LLP or such other counsel as may be selected by the Parent Guarantor covering Company, as counsel for the matters set forth Company and the other Credit Parties, in Exhibit 4.4(a) form and substance satisfactory to Prudential and such Purchaser and covering such other matters incident to the transactions contemplated hereby as Prudential, such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion opinions to such PurchaserPrudential and the Purchasers), and (bii) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLP, special the general counsel for the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) form and substance satisfactory to Prudential and such Purchaser and covering such other matters incident to the transactions contemplated hereby as Prudential, such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its general counsel to deliver such opinion opinions to such Purchaser) Prudential and the Purchasers), and (cb) from Xxxxxx Xxxxxx LLPAkin Gump Xxxxxxx Xxxxx & Xxxx LLP or such other counsel as has been approved by the Required Holders, as the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and substance satisfactory to Prudential and such Purchaser and covering such other matters incident to such transactions as Prudential, such Purchaser or its counsel may reasonably request.”

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx Xxxxxxxxxxx X. XxXxxxxx, Esq.counsel for the Company, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser), the Purchasers) and (b) from Goodsill Xxxxxxxx Xxxxxxxxxx, Xxxxx & Xxxxxx LLPXxxxxxxx, Ltd., special counsel for to the Constituent CompaniesCompany, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such the Purchaser or special the Purchaser’s counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaser) the Purchasers), and (c) from Xxxxxx Xxxxxx Xxxxxxx and Xxxxxx, LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. The Company hereby directs its counsel to deliver the opinions required by this Section 4.4 and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinions.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such PurchaserMetLife, dated the date of the such Closing (a) from Xxxxx X. Xx(i) Fried, Esq.Frank, Vice President-General Counsel of Harris, Xxxxxxx & Xxxxxxxx LLP or such other counsel as may be selected by the Parent Guarantor covering Company, as counsel for the matters set forth Company and the other Credit Parties, in Exhibit 4.4(a) form and substance satisfactory to MetLife and covering such other matters incident to the transactions contemplated hereby as MetLife or such Purchaser or its counsel may reasonably request through MetLife (and the Company hereby instructs its counsel to deliver such opinions to the Purchasers), and (ii) the general counsel for the Company, in form and substance satisfactory to MetLife and covering such matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request through MetLife (and the Constituent Companies Company hereby instruct such instructs its general counsel to deliver such opinion opinions to such Purchaserthe Purchasers), and (b) from Goodsill Xxxxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxxx LLPXxxx LLP or such other counsel as has been approved by the Required Holders, as the Purchasers’ special counsel for the Constituent Companies, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Constituent Companies hereby instruct such counsel to deliver such opinion to such Purchaser) and (c) from Xxxxxx Xxxxxx LLP, special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and substance satisfactory to such Purchaser and covering such other matters incident to such transactions as such Purchaser may reasonably request.”

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Xxxxx X. XxA. Xxxxxxxxxxx Xxxxx, Esq.general counsel for the Company and the Closing Guarantors, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a4.5(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPDay, special counsel for the Constituent CompaniesCompany and the Closing Guarantors, covering the matters set forth in Exhibit 4.4(b4.5(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers) and (c) from Xxxxxx Xxxxxx Xxxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.5(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the such Closing (a) from Xxxxx X. XxXxxxxxxxxxx Xxxxx, Esq.general counsel for the Company and the Closing Guarantor, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a4.5(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers), (b) from Goodsill Xxxxxxxx Xxxxx & Xxxxxx LLPDay, special counsel for the Constituent CompaniesCompany and the Closing Guarantor, covering the matters set forth in Exhibit 4.4(b4.5(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request (and the Constituent Companies Company hereby instruct such instructs its counsel to deliver such opinion to such Purchaserthe Purchasers) and (c) from Xxxxxx Xxxxxx Xxxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.5(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (aa)(i) from Xxxxx X. XxHxxxxxxx Mxxxxx Sxxxxxxx and Cxxx LLP, Esq.independent counsel for the Company and the Guarantors, Vice President-General Counsel of the Parent Guarantor covering the matters set forth in Exhibit 4.4(a4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request as appropriate (and the Constituent Companies Company and the Parent Guarantor hereby instruct such their counsel to deliver such opinion to such Purchaserthe Purchasers), (bii) from Goodsill Xxxxxxxx Bxxxxxx Xxxxx & Xxxxxx LLP, as special Maryland counsel for to the Constituent CompaniesParent Guarantor, covering the matters as appropriate for the Parent Guarantor set forth in Exhibit 4.4(b4.4(a)(ii) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special its counsel to the Purchasers may reasonably request as appropriate (and the Constituent Companies Company and the Parent Guarantor hereby instruct such their counsel to deliver such opinion to such Purchaserthe Purchasers) and (cb) from Xxxxxx Xxxxxx Cxxxxxx and Cxxxxx LLP, the Purchasers’ special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.. Agree Limited Partnership Note Purchase Agreement