Common use of Legal Opinions Clause in Contracts

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxx Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0D-1, Xxxxxxx X-0Exhibit D-2, Xxxxxxx X-0Exhibit D-3, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx Gray LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each 10-K Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are Operating Partnership is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, G for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx LLP, corporate Maryland counsel to the Company (“Company Maryland Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D, (ii) written opinions of Skadden, Arps, Slate Xxxxxxx and Xxxx LLP, special counsel to the Company (“Company Special Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, E-1 and Exhibit D-4, respectivelyE-2, (iiiii) a the written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel & Overy LLP regarding certain matters pursuant to the Company (in such capacity1940 Act, “Company Investment Company Act Counsel”) regarding or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and substantially similar to the form attached hereto as Exhibit F (iiiiv) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes Hunton & Xxxx Xxxxxxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent 10-K Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such 10-K Representation Date).

Legal Opinions. (1) On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, G for which no waiver is applicable, the Company shallPlacement Agent shall have received, unless waived by the Placement Agent, cause to be furnished the opinions, each addressed to the Placement Agent Agent, of (iA) (w) a written opinion of Xxxxxx Xxxxxxxx & Xxxxxx L.L.P.Xxxxxxxx LLP, corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of for the Company, in each case or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyD, (iiB) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act Maryland counsel for the Company, or other counsel satisfactory to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and substantially similar to the form attached hereto as Exhibit F, (iiiC) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes Hunton & Xxxx Xxxxxxxx LLP, counsel to the Placement Agent (“Counsel Agent, or other counsel satisfactory to the Placement Agent”), as to certain federal income tax matters, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E, and (D) Hunton & Xxxxxxxx LLP, counsel to the Placement Agent, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Company is not, and the transactions contemplated by this Agreement will not cause the Company to become, an “investment company” under the Investment Company Act; provided that the waiver by the Placement Agent may rely on a prior for any Hunton & Xxxxxxxx LLP opinion delivered under this Section 7(pprovided in clause (C) to the same extent as if it were dated the date of such letter or (except that statements in such prior opinion D) shall be deemed to relate to the Registration Statement and the Prospectus as amended a waiver for any Xxxxxxxx & Xxxxxxxx LLP opinion or supplemented at such Representation Dateletter provided in clause (A).

Legal Opinions. On or prior BCBSMo shall have received, addressed to the date that the Securities are first sold pursuant to the terms of this Agreement BCBSMo and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to BCBSMo (with such qualifications and assumptions as are customary and reasonable), (i) the Placement Agent and its counselopinion of counsel for RIT, dated as of the date Closing Date, to the effect that the opinion is all corporate acts and proceedings required to be deliveredtaken by RIT to authorize the execution, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0delivery and performance of this Agreement, and Exhibit D-4the Ancillary Agreements to which RIT is a party, respectivelyand the consummation of the transactions contemplated hereby and thereby, have been duly and properly taken and performed (the "RIT Legal Opinion"); (ii) a written the opinion of Hunton Xxxxxxx Xxxxx LLPcounsel for New RIT, Investment Company Act counsel dated as of the Closing Date, to the Company effect that (in such capacity, “Company Investment Company Act Counsel”a) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form all corporate acts and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is proceedings required to be deliveredtaken by New RIT to authorize the execution, delivery and performance of this Agreement, and the Ancillary Agreements to which New RIT is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and properly taken and performed, and (b) the shares of New RIT Stock to be issued in the RIT/New RIT Merger Transaction, when issued in exchange for RIT Stock as provided herein, will be duly and validly authorized and issued and will be fully paid and nonassessable (the "New RIT Legal Opinion"); (iii) unless waived by the Placement Agentopinion of counsel for the Foundation, a written opinion and negative assurance letter dated as of Ropes & Xxxx LLPthe Closing Date, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form effect that all corporate acts and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is proceedings required to be deliveredtaken by the Foundation to authorize the execution, delivery and performance of this Agreement, and the Ancillary Agreements to which the Foundation is a party, and the consummation of the transaction contemplated hereby and thereby, have been duly and properly taken and performed (the "Foundation Legal Opinion"); provided, however, that in lieu and (iv) the opinion of such opinions counsel for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) Foundation to the effect that the Placement Agent Foundation will receive the shares of New RIT Stock to be issued in the RIT/New RIT Merger Transaction free and clear of claims that have been asserted or may rely on a prior opinion delivered under this Section 7(p) in the future be asserted arising out of or relating to the same extent Reorganization and arising out of or relating to either the status of BCBSMo as if it were dated a mutual or public benefit corporation under Missouri law or the date of such letter (except that statements in such prior opinion shall be deemed to relate ownership, beneficial ownership, or rights to the Registration Statement and assets, surplus or equity of BCBSMo or any subsidiary or affiliate of BCBSMo (the Prospectus as amended or supplemented at such Representation Date"Foundation Litigation Legal Opinion").; and

Legal Opinions. On or prior The Company shall have caused to be delivered to the Investor, (i) within five (5) Trading Days of the effective date of the Registration Statement, (ii) as of a date subsequent to the date that of the Securities are first sold pursuant to the terms Company's filing of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports most recent quarterly report on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, cause to be furnished to the Placement Agent Q (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated or the date that the opinion by which such report is required to be deliveredfiled), substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, as of a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel date subsequent to the Placement Agent date on which the Company announces, whether on a preliminary or definitive basis, its fourth quarter or full-year financial results and (“Counsel iv) to the Placement Agent”)extent provided by Section 3.3, or other an opinion of the Company's independent counsel satisfactory containing the opinions and statements set forth in Exhibit B hereto, addressed to the Placement AgentInvestor stating, inter alia, that in such counsel's belief the Registration Statement (if applicable, as so amended by such SEC Document) does not contain an untrue statement of material fact or omits a material fact required to make the statements contained therein, not misleading or that the underlying prospectus (if applicable, as so amended or supplemented) does not contain an untrue statement of material fact or omits a material fact required to make the statements contained therein, in form and substance reasonably satisfactory to light of the Placement Agentcircumstances in which they were made, dated the date that the opinion is required to be deliverednot misleading; provided, however, that in lieu of the event that such opinions for subsequent Representation Dates, an opinion cannot be delivered by the Company's independent counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that Investor, the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion Company shall be deemed to relate to promptly revise the Registration Statement and shall not deliver an Optional Purchase Notice or a Mandatory Purchase Notice or, if an Optional Purchase Notice or Mandatory Purchase Notice shall have been delivered in good faith without knowledge by the Prospectus Company that an opinion of independent counsel can not be delivered as amended required, postpone such Closing Date for a period of up to five (5) Trading Days until such an opinion is delivered to the Investor (or supplemented such Closing shall otherwise be cancelled). In the event of such a postponement, the Purchase Price of the Common Stock to be issued at such Representation Closing as determined pursuant of Section 2.2 shall be the lower of the such Purchase Price as calculated as of the originally scheduled Closing Date and as of the actual Closing Date).. The Company's independent counsel shall also deliver to the Investor upon execution of this agreement an opinion in form and substance satisfactory to the Investor addressing, among other things, corporate matters and

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three five (35) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports financial statements included in its quarterly or six-month reports on Form 106-QK) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent Agents (i) (w) a written opinion of Xxxxxx Xxxxxxx Procter LLP, U.S. corporate counsel to the Company, and Horn & Xxxxxx L.L.P.Co. Law Offices, Israeli corporate counsel to the Company (together, “Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActAgent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, in substantially similar forms previously agreed to between Company Corporate Counsel and Counsel to the Placement Agent (as defined below), and (iii) ii), unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx Xxxxxx LLP, U.S. corporate counsel to the Placement Agent, and Gornitzky & Co., Israeli corporate counsel to the Placement Agent (together, “Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that the Company shall be required to furnish to Placement Agent no more than one opinion per each Counsel to the Placement Agent hereunder per fiscal quarter; and provided, further, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, F for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall use its commercially reasonable efforts to cause to be furnished to the Placement Agent Agents (i) (w) a written opinion of Xxxxxx Hunton & Xxxxxx L.L.P.Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyD-1, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act Maryland counsel to the Company (in such capacity, “Company Investment Company Act Maryland Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2 and (iii) unless waived by a written opinion of Hunton & Xxxxxxxx LLP, special tax counsel to the Company (“Company Special Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E. The Placement Agent covenants to use its commercially reasonable efforts to cause to be furnished to itself a written opinion and negative assurance letter of Ropes & Xxxx Xxxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in . In lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of execution of this Agreement (the “Execution Date”) and within three two (32) Trading Days after each any Representation Date Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicable (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company Q and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicablereports on Form 8-K), the Company shall, unless waived by the Placement Agent, shall use its commercially reasonable efforts to cause to be furnished to the Placement Agent (i) (wa) a written opinion of Xxxxxx & Xxxxxx L.L.P.Bird LLP, corporate counsel to the Company and the Operating Partnership (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyE-1, (iib) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act special counsel to the Company (in such capacity, “Company Investment Company Act Maryland Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and substantially similar to the form attached hereto as Exhibit E-2, (iii) unless waived by a written tax opinion of Xxxxxx & Bird LLP, counsel to the Company (“Company Tax Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E-3, and (iv) a written opinion of Xxxxxx & Bird LLP, counsel to the Manager (“Manager Counsel”), or other counsel satisfactory to the Placement Agent, in form and negative assurance letter substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F. The Placement Agent covenants to use its commercially reasonable efforts to cause to be furnished to itself a written opinion of Ropes Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in . In lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p8(a)(16) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement First Delivery Date and within three (3) Trading Days after of each Representation Bring-Down Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, 7(m) for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) Cxxxx a written opinion of Xxxxxx & Xxxxxx L.L.P.(i) Mxxxx Xxxxx LLP, corporate U.S. counsel to for the Company (“U.S. Company Counsel”)) and (ii) Mxxxx Xxxxx International, LLP, counsel for the Company as to certain matters of English law (x) a written negative assurance letter from “UK Company Counsel”) or other counsel satisfactory to Cxxxx, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Cxxxx and its counselcounsel and subject to customary and appropriate assumptions and qualifications, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, 7(n)(i) and Exhibit D-47(n)(ii), respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLPmodified, Investment Company Act counsel as necessary, to relate to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding Registration Statement and the Company’s exclusion from registration Prospectus as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, counsel may furnish the Placement Agent Cxxxx with a letter (a “Reliance Letter”) to the effect that the Placement Agent Cxxxx may rely on a prior opinion delivered under this Section 7(p7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date). On each Settlement Date subsequent to the First Delivery Date, the Company shall cause to be furnished to Cxxxx a written opinion of UK Company Counsel or other counsel satisfactory to Cxxxx, in form and substance reasonably satisfactory to Cxxxx and its counsel, dated as of such Settlement Date, stating that, subject to customary and appropriate assumptions and qualifications, (i) the directors of the Company have been duly and validly authorized to allot the Ordinary Shares underlying the Placement Shares to be sold on such date and empowered pursuant to s570(1) of the UK Companies Axx 0000 to allot those Ordinary Shares as if s561(1) of that Act did not apply to that allotment, (ii) upon receipt by the Company of the issue and sale proceeds of those Placement Shares and the names of the holder(s) of the relevant Ordinary Shares being entered in the register of members of the Company in respect of those Ordinary Shares, those Ordinary Shares (A) will be validly allotted, issued and fully paid such that the member(s) will have paid all amounts on account of the nominal value and share premium in respect of such shares and (B) will conform to the description of the Ordinary Shares under the heading “Description of Share Capital — Description of Ordinary Shares” in the Prospectus, and (iii) the directors of the Company have approved the issue of the specific number of ADSs representing the specific number of Ordinary Shares underlying the Placement Shares to be sold on such date. With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause to be furnished to Cxxxx on the Principal Settlement Date a written opinion of UK Company Counsel or other counsel satisfactory to Cxxxx, in form and substance reasonably satisfactory to Cxxxx and its counsel dated as of the Principal Settlement Date.

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-QQ if and only if the Company has consummated an underwritten public offering of Common Stock (the “Prior Underwritten Offering”) within 30 days prior to the filing of such quarterly report on Form 10-Q and customary legal opinions for an underwritten offering were delivered to the underwriters in connection with such Prior Underwritten Offering) with respect to which the Company and the Manager are is obligated to deliver certificates in the form attached hereto as Exhibit E Exhibits E-1 and Exhibit F, respectively, E-2 for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a Citigroup written opinion opinions of Xxxxxx each of Xxxxxxx Xxxxxxx & Xxxxxx L.L.P.Xxxxxxxx LLP and Xxxxxxx LLP, corporate counsel to the Company and/or the Manager, as the case may be (“Company Blackstone Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of selected by the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Citigroup and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit Xxxxxxxx X-0, Xxxxxxx X-0X-0 , Xxxxxxx X-0, X-0 and Exhibit D-4, respectively, D-4 and (ii) ), unless waived by Citigroup, a written opinion of Hunton Xxxxxxx Xxxxx Xxxx Xxxxxxxx LLP, Investment Company Act counsel to the Company Citigroup (in such capacity“Counsel to Citigroup”), “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Actor other counsel satisfactory to Citigroup, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement AgentCitigroup, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Citigroup with a letter (a “Reliance Letter”) to the effect that the Placement Agent Citigroup may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering their opinion as aforesaid, Counsel to Citigroup may rely upon an opinion, dated the date such opinion is required to be delivered, of Xxxxxxx LLP, as to matters governed by Maryland law, or such other counsel satisfactory to Citigroup.

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three No later than April 22, 2002 (3) Trading Days after each Representation Date (excluding Representation Dates with regard to legal opinions relating to the time pledge of stock of Domestic Subsidiaries) and no later than June 3, 2002 (with regard to legal opinions relating to the Company files pledge of stock of Foreign Subsidiaries), the Borrower will provide to Lender, addressed to Lender, legal opinions in content satisfactory to Lender in its Quarterly Reports on Form 10-Qsole discretion from foreign and U.S. counsel acceptable to Lender, advising Lender (a) with respect to which that the Company pledge of stock of the Domestic Subsidiaries and the Manager are obligated to deliver certificates in Foreign Subsidiaries has been duly authorized by all necessary corporate and shareholder action, (b) that the form attached hereto pledged shares, as Exhibit E and Exhibit F, respectively, for which no waiver is applicable, the Company shall, unless waived evidenced by the Placement Agentstock certificates delivered for pledge to Lender, cause to be furnished to represent all of the Placement Agent issued and outstanding capital voting stock of each respective Subsidiary, (c) that such pledge transactions perfect a security interest in such pledged stock and are valid, binding and enforceable against the pledgor in such transactions under (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel laws of the Company, in each case in form State of Texas and substance reasonably satisfactory to applicable laws of the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyUnited States, (ii) a written opinion the laws of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company state (in such capacity, “Company Investment Company Act Counsel”or country) regarding the Company’s exclusion from registration as an “investment company,” as such term of organization of each entity whose stock is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be deliveredpledged, and (iiid) unless waived by in the Placement Agentcase of Foreign Subsidiaries, a written opinion and negative assurance letter (i) that no registration of Ropes & Xxxx LLPthe pledge transaction is required under the laws of the country of organization for each respective Foreign Subsidiary, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date ii) that the choice of law provisions in each respective Pledge Agreement will be upheld under the laws of the jurisdiction of organization for each Foreign Subsidiary. All foreign counsel opinions must be furnished by counsel licensed to practice law in the jurisdiction of organization for the respective Foreign Subsidiary to which such counsel's opinion is required relates. Should Lender determine in its sole discretion that all steps necessary to be delivered; providedperfect Lender's security interest in such pledged stock have been satisfied, however, and that all the terms described in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to 9.15 have been satisfied, then the same extent as if Lender agrees that it were dated the date shall execute documentation releasing each Foreign Subsidiary from its obligations under each of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date)their respective Guaranties.

Legal Opinions. On or prior to the earlier of (i) the date that the Securities first Placement Notice is given pursuant to this Agreement and (ii) Shares are delivered to BTIG as principal on a Settlement Date with respect to the first sold Principal Transaction pursuant to the terms first Terms Agreement and this Agreement, the Company shall cause to be furnished to BTIG the written opinion and negative assurance of this Agreement Xxxxxx & Xxxxxxx LLP, as issuer’s counsel to the Company, or other counsel reasonably satisfactory to BTIG (“Company Counsel”), substantially in the form previously agreed between the Parties, and the written opinion of Xxxxx Xxxxx LLP, as counsel for the Company with respect to intellectual property matters, or other counsel reasonably satisfactory to BTIG (“IP Counsel”), substantially in the form previously agreed between the Parties. Thereafter, each time Shares are delivered to BTIG as principal on a Settlement Date with respect to a Principal Transaction and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, 7(n) for which no waiver is applicableapplicable pursuant to Section 7(n), and not more than once per calendar quarter, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to BTIG the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLPCompany Counsel substantially in the form previously agreed between the Parties, counsel modified, as necessary, to relate to the Placement Agent (“Counsel to Registration Statement and the Placement Agent”), Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that if Company Counsel has previously furnished to BTIG such written opinion and negative assurance substantially in lieu the form previously agreed between the Parties, Company Counsel may, in respect of such opinions for subsequent any future Representation DatesDate, counsel may furnish the Placement Agent BTIG with a letter (a “Reliance Letter”) in lieu of such opinion and negative assurance to the effect that the Placement Agent BTIG may rely on a the prior opinion and negative assurance of Company Counsel delivered under pursuant to this Section 7(p7(o) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the earlier of (i) the date that the Securities first Placement Notice is given pursuant to this Agreement and (ii) Shares are delivered to Agent as principal on a Settlement Date with respect to the first sold Principal Transaction pursuant to the terms of this first Terms Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicablethis Agreement, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to Agent, the Placement Agent (i) (w) a Forward Seller and the Forward Purchaser the written opinion and 10b-5 statement of Xxxxxx Fxxxx & Xxxxxx L.L.P.Lxxxxxx LLP, corporate to the effect set forth in Exhibit C-1, as issuer’s counsel to the Company and the Operating Partnership, dated the date that the opinion and 10b-5 statement are required to be delivered, or other counsel reasonably satisfactory to Agent, the Forward Seller and the Forward Purchaser (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a the written opinion of Hunton Xxxxxxx Xxxxx Fxxxx & Lxxxxxx LLP, to the effect set forth in Exhibit C-2, in its capacity as tax counsel to for the Company and the Operating Partnership (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar or other tax counsel reasonably satisfactory to Agent, the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, Forward Seller and Exhibit D-4, respectively, (ii) a the Forward Purchaser the written opinion of Hunton Xxxxxxx Xxxxx LLPGeneral Counsel for the Company and the Operating Partnership (“Company General Counsel”), Investment Company Act to the effect set forth in Exhibit C-3, as general counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding and the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counselOperating Partnership, dated the date that the opinion is required to be delivered, and the written opinion of DLA Piper LLP (iii) unless waived by the Placement US), counsel for Agent, a written opinion the Forward Seller and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent Forward Purchaser (“Counsel to the Placement AgentAgent Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered. Thereafter, each time Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction and within two (2) Trading Days after each Representation Date with respect to which the Company is obligated to deliver the certificate in the forms attached hereto as Exhibit A for which no waiver is applicable pursuant to Section 7(n), and not more than once per calendar quarter, the Company shall cause to be furnished to Agent, the Forward Seller and the Forward Purchaser the written opinion and 10b-5 statement of Company Counsel, the written opinion of Company Tax Counsel, the written opinion of Company General Counsel, and the written opinion of Agent Counsel substantially in the form previously agreed between the Parties, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if Company Counsel, Company Tax Counsel and/or Company General Counsel has previously furnished to Agent, the Forward Seller and the Forward Purchaser such written opinions and 10b-5 statement substantially in lieu the form previously agreed between the Parties, Company Counsel, Company Tax Counsel and/or Company General Counsel may, in respect of such opinions for subsequent any future Representation DatesDate, counsel may furnish Agent, the Placement Agent Forward Seller and the Forward Purchaser with a letter (a “Reliance Letter”) in lieu of such opinions and 10b-5 statement to the effect that Agent, the Placement Agent Forward Seller and the Forward Purchaser may rely on a the prior opinion opinions and 10b-5 statement of Company Counsel, Company Tax Counsel and/or Company General Counsel delivered under pursuant to this Section 7(p7(o) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after promptly following each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-Q or any current report on Form 8-K containing financial information that amends the financial information in any quarterly report on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver their respective certificates in the form attached hereto as Exhibit E G and Exhibit FH, respectively, for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx Xxxxxxxx & Xxxxxx L.L.P.Xxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agents, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyD, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act Maryland counsel to the Company (in such capacity, “Company Investment Company Act Maryland Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agents, in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that the opinion is required to be delivered, and substantially similar to the form attached hereto as Exhibit E; (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes Xxxxxxxx & Xxxx Xxxxx LLP, tax counsel to the Placement Agent Company (“Counsel to the Placement AgentCompany Tax Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement AgentAgent and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F and (iv) unless waived by the Placement Agents, a written opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Placement Agents (“Counsel to the Placement Agents”), or other counsel satisfactory to the Placement Agents, in form and substance reasonably satisfactory to the Placement Agents, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent 10-K Representation Dates, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p7(q) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such 10-K Representation Date). For purposes hereof, “promptly” shall be deemed to be prior to the time the Company delivers a Placement Notice hereunder.

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver Placement Notice is applicablegiven hereunder, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Sales Agent (i) (w) a the written opinion opinions and negative assurance of Xxxxxx Gxxxxxx Procter LLP and Horn & Xxxxxx L.L.P.Co., corporate or other counsel reasonably satisfactory to the Company Sales Agent (collectively, “Company Counsel”)) in the form and substance reasonably satisfactory to the Sales Agent, and (xii) a the written negative assurance letter from Company Counselopinions of Sterne, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLPKessler, tax Gxxxxxxxx & Fxx, P.L.L.C., intellectual property counsel to the Company Company, or other counsel reasonably satisfactory to the Sales Agent (in such capacity, “Company Tax IP Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and its counselnot more than once per calendar quarter, dated the date that the opinion is required Company shall cause to be delivered, substantially similar furnished to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a Sales Agent the written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion opinions and negative assurance letter of Ropes & Xxxx LLPCompany Counsel and Company IP Counsel substantially in the form previously agreed between the Company and the Sales Agent, counsel modified, as necessary, to relate to the Placement Agent (“Counsel to Registration Statement and the Placement Agent”), Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinions and negative assurance substantially in lieu the form previously agreed between the Company and the Sales Agent, such counsel may, in respect of such opinions for subsequent any future Representation DatesDate, counsel may furnish the Placement Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Placement Sales Agent may rely on a the prior opinion opinions and negative assurance of such counsel delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three Within two (32) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicable (excluding (i) Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-QQ and reports on Form 8-K and (ii) the Representation Date with respect regard to which the Company and Company’s filing of the Manager are obligated to deliver certificates in Prospectus on the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicabledate hereof), the Company shall, unless waived by the Placement Agent, shall use its commercially reasonable efforts to cause to be furnished to the Placement Agent Agents (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.Bird LLP, corporate counsel to the Company and the Operating Partnership (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agents, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyE-1, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act special counsel to the Company (in such capacity, “Company Investment Company Act Maryland Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agents, in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that the opinion is required to be delivered, and substantially similar to the form attached hereto as Exhibit E-2, (iii) unless waived by the Placement Agent, a written tax opinion and negative assurance letter of Ropes Xxxxxx & Xxxx Bird LLP, counsel to the Placement Agent Company (“Counsel to the Placement AgentCompany Tax Counsel”), or other counsel satisfactory to the Placement AgentAgents, in form and substance reasonably satisfactory to the Placement AgentAgents and their counsel, dated the date that the opinion is required to be delivered; provided, howeversubstantially similar to the form attached hereto as Exhibit E-3, and (iv) a written opinion of Xxxxxx & Bird LLP, counsel to the Manager (“Manager Counsel”), or other counsel satisfactory to the Placement Agents, in form and substance reasonably satisfactory to the Placement Agents and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F. The Placement Agents covenant to use commercially reasonable efforts to cause to be furnished to themselves a written opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Placement Agents (“Counsel to the Placement Agents”), or other counsel satisfactory to the Placement Agents, in form and substance reasonably satisfactory to the Placement Agents, dated the date that the opinion is required to be delivered. In lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p7(a)(16) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each 10-K Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, F for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent Agents (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx Xxxxxxx Street LLP, corporate counsel to the Company (“Company Counsel”)Company, (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agents, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyD-1, (ii) a written opinion of Hunton Xxxxxxx Xxxxx Holland & Knight LLP, Investment Company Act special regulatory counsel to the Company (in such capacityCompany, “Company Investment Company Act Counsel”) regarding or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agents, in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2 and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx Sidley Austin LLP, special tax counsel to the Placement Agent (“Counsel to the Placement Agent”)Company, or other counsel satisfactory to the Placement AgentAgents, in form and substance reasonably satisfactory to the Placement AgentAgents and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities Shares are first sold pursuant to the terms of this Agreement and within three five (35) Trading Days after each 10-K Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver certificates a certificate in the form attached hereto as Exhibit E Exhibits E-1 and Exhibit FE-2, respectively, for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a written opinion and negative assurance letter of Xxxxxx & Xxxxxx L.L.P.Ledgewood, PC, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1, (xii) a written negative assurance letter from tax opinion of Company CounselCorporate Counsel or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that such opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-2, (yiii) a written opinion of Hunton Xxxxxxx XxXxxxxxx Will & Xxxxx LLP, tax special Maryland counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of for the Company, in each case in form and substance reasonably or other counsel satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, delivered substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, D-3 and (iii) iv), unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx Hunton Xxxxxxx Xxxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent 10-K Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p7(a)(16) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such 10-K Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, X-0 and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-QQ if and only if the Company has consummated an underwritten public offering of Common Stock (the “Prior Underwritten Offering”) within 30 days prior or subsequent to the filing of such quarterly report on Form 10-Q and customary legal opinions for an underwritten offering were delivered to the underwriters in connection with such Prior Underwritten Offering) with respect to which the Company and the Manager are is obligated to deliver certificates in the form attached hereto as Exhibit E Exhibits E-1 and Exhibit F, respectively, E-2 for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a Xxxxx Fargo Securities written opinion opinions of Xxxxxx each of Xxxxxxx Xxxxxxx & Xxxxxx L.L.P.Xxxxxxxx LLP and Xxxxxxx LLP, corporate counsel to the Company and/or the Manager, as the case may be (“Company Blackstone Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of selected by the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Xxxxx Fargo Securities and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit Xxxxxxxx X-0, Xxxxxxx X-0, Xxxxxxx X-0, X-0 and Exhibit D-4, respectively, D-4 and (ii) ), unless waived by Xxxxx Fargo Securities, a written opinion of Hunton Xxxxxxx Xxxxx Xxxx Xxxxxxxx LLP, Investment Company Act counsel to the Company Xxxxx Fargo Securities (in such capacity“Counsel to Xxxxx Fargo Securities”), “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Actor other counsel satisfactory to Xxxxx Fargo Securities, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement AgentXxxxx Fargo Securities, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Xxxxx Fargo Securities with a letter (a “Reliance Letter”) to the effect that the Placement Agent Xxxxx Fargo Securities may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering their opinion as aforesaid, Counsel to Xxxxx Fargo Securities may rely upon an opinion, dated the date such opinion is required to be delivered, of Xxxxxxx LLP, as to matters governed by Maryland law, or such other counsel satisfactory to Xxxxx Fargo Securities.

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement First Delivery Date and within three (3) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, 7(m) for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) Xxxxx a written opinion of Xxxxxx & Xxxxxx L.L.P.(i) Xxxxx Xxxxx LLP, corporate U.S. counsel to for the Company (“U.S. Company Counsel”)) and (ii) Xxxxx Xxxxx International, LLP, counsel for the Company as to certain matters of English law (x) a written negative assurance letter from “UK Company Counsel”) or other counsel satisfactory to Xxxxx, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Xxxxx and its counselcounsel and subject to customary and appropriate assumptions and qualifications, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, 7(n)(i) and Exhibit D-47(n)(ii), respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLPmodified, Investment Company Act counsel as necessary, to relate to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding Registration Statement and the Company’s exclusion from registration Prospectus as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that the Placement Agent Xxxxx may rely on a prior opinion delivered under this Section 7(p7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). On each Settlement Date subsequent to the First Delivery Date, the Company shall cause to be furnished to Xxxxx a written opinion of UK Company Counsel or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated as of such Settlement Date, stating that, subject to customary and appropriate assumptions and qualifications, (i) the directors of the Company have been duly and validly authorized to allot the Ordinary Shares underlying the Placement Shares to be sold on such date and empowered pursuant to s570(1) of the UK Companies Xxx 0000 to allot those Ordinary Shares as if s561(1) of that Act did not apply to that allotment, and (ii) upon receipt by the Company of the issue and sale proceeds of those Placement Shares and the names of the holder(s) of the relevant Ordinary Shares being entered in the register of members of the Company in respect of those Ordinary Shares, those Ordinary Shares will be validly allotted, issued and fully paid.

Legal Opinions. On or prior to the date that the Securities are first sold pursuant Placement Notice is given hereunder, the Company shall cause to be furnished to the terms Sales Agent (i) the written opinion and negative assurance of this Agreement Xxxxxx Xxxxxxx Xxxxxxx and Li LLC, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”), (ii) the written opinion of Ogier, as Cayman Islands counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Cayman Counsel”), and (iii) the written opinion of Xxxx Xxxx Law Firm, as PRC counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“PRC Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, a certificate pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Sales Agent (i) (w) a the written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion opinions and negative assurance letter of Ropes & Xxxx LLPSEC Counsel and the written opinions of Cayman Counsel substantially in the forms previously agreed between the Company and the Sales Agent, counsel modified, as necessary, to relate to the Placement Agent (“Counsel to Registration Statement and the Placement Agent”), Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance of such counsel, and if Cayman Counsel has previously furnished to the Sales Agent such written opinions for subsequent of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel and Cayman Counsel may, in respect of any future Representation DatesDate, counsel may furnish the Placement Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinions and negative assurance of such counsel (as applicable) to the effect that the Placement Sales Agent may rely on a the prior opinion opinions and negative assurance of such counsel (as applicable) delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion opinions and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, F for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent Agents (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx, Street and Deinard, PA, corporate counsel to the Company (“Company Counsel”)Company, (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agents, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyD-1, (ii) a written opinion of Hunton Xxxxxxx Xxxxx SNR Xxxxxx US LLP, Investment Company Act special corporate counsel to the Company (in such capacityCompany, “Company Investment Company Act Counsel”) regarding or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agents, in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2 and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx SNR Xxxxxx US LLP, special tax counsel to the Placement Agent (“Counsel to the Placement Agent”)Company, or other counsel satisfactory to the Placement AgentAgents, in form and substance reasonably satisfactory to the Placement AgentAgents and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three two (32) Trading Days after each 10-K Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are Operating Partnership is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, G for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.Vxxxxxx LLP, corporate Maryland counsel to the Company (“Company Maryland Counsel”), (x) a written negative assurance letter from Company Counselor other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D, (yii) a written opinion opinions of Hunton Xxxxxxx Xxxxx Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, tax special counsel to the Company (in such capacity, “Company Tax Special Counsel”), and (z) a written opinion of internal or other counsel of satisfactory to the CompanyPlacement Agent, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, E-1 and Exhibit D-4, respectively, E-2 and (iiiii) a written opinion of Hunton Xxxxxxx Xxxxx Debevoise & Pxxxxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel substantially similar to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredattached hereto as Exhibit F; provided, however, that in lieu of such opinions for subsequent 10-K Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such 10-K Representation Date).

Legal Opinions. On or prior (x) The Collateral Agent shall have received, (i) a legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Seller and the Servicex, xated the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) hereof, with respect to which the Company and "true sale" for purposes of the Manager are obligated to deliver certificates in bankruptcy code of the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicable, Additional Series Contracts from the Company shall, unless waived by the Placement Agent, cause to be furnished Financing Originator to the Placement Agent Seller; (i) (wii) a written legal opinion of Xxxxxx Sommer & Xxxxxx L.L.P.Barnard, corporate PC, counsel to the Company Seller, to xxx xffexx xxxx the Issuer has a perfected first priority security interest in the Additional Series Contracts (“Company Counsel”), (xiii) a written negative assurance letter legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP to the effect that pursuant to Section 0-002 of the Delaware UCC, and assuming that the Vendor has a valid and perfected security interest under applicable law in the related Equipment, no filing under Article 9 of the Delaware UCC is required to continue the perfected status of the security interest in any Equipment against creditors of and transferees from Company Counsel, the Obligors; (yiv) a written opinion letter of Hunton Xxxxxxx Xxxxx Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to the Company Seller and txx Xxxxicex, xated the date hereof, to the effect that the Collateral Agent is entitled to rely on the legal opinion of such firm, dated December 28, 1995, to the effect that a court would not order the substantive consolidation of the assets and liabilities of the Seller with those of Newcourt Credit Group USA Inc. as if dated and delivered on the date hereof; (in such capacity, “Company Tax Counsel”), and (zv) a written legal opinion of internal Skadden, Arps, Slate, Meagher & Flom LLP, counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Seller and its counseltxx Xxxxicer, dated the date that the opinion is required to be deliveredhereof, substantially similar with respect to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (iitax matters set forth in Section 6.2(b)(viii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActAgreement, in form and substance reasonably satisfactory to the Placement Issuer Trustee, (vi) a legal opinion of Pryor, Cashman, Sherman & Flynn, counsel to the Issuer Trustee, xxxxx the xxxx hereof, (vii) a legal opinion of Day, Berry & Howard, counsel to the Collateral Agent and its counselIndxxxxxx Trustee, dated the date that the hereof, (viii) a legal opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLPJohn P. Stevenson, counsel to the Placement Servicer, dated xxx xxxx xxxxxf, substantially in the form set forth in Exhibit E hereto, and (ix) a legal opinion of Robert J. Hicks, counsel to Newcourt Financial XXX Xxx., xxxxx xxx date hereof, substantially in the form set forth in Exhibit F hereto and (y) each of the Issuer Trustee, the Collateral Agent (“Counsel and the Indenture Trustee shall have received a legal opinion of John P. Stevenson, counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement AgentServicer, dated the date that the opinion is required to be delivered; providedxxx xxxx xxxxxf, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) modifications to the same extent as if it were dated Agreement described in subsection 11.4 hereof shall not adversely affect in any material respect the date interests of such letter (except that statements in such prior opinion shall be deemed to relate to any of the Registration Statement and the Prospectus as amended or supplemented at such Representation Date)Noteholders.

Legal Opinions. On or prior to the earlier of (i) the date that the Securities first Placement Notice is given pursuant to this Agreement and (ii) Shares are delivered to BTIG as principal on a Settlement Date with respect to the first sold Principal Transaction pursuant to the terms first Terms Agreement and this Agreement, the Company shall cause to be furnished to BTIG the written opinion and negative assurance of this Agreement Xxxxxx & Xxxxxxx LLP, as issuer’s counsel to the Company, or other counsel reasonably satisfactory to BTIG (“Company Counsel”), substantially in the form previously agreed between the Parties, and the written opinion of Xxxxx Xxxxx LLP, as counsel for the Company with respect to intellectual property matters, or other counsel reasonably satisfactory to BTIG (“IP Counsel”), substantially in the form previously agreed between the parties. Thereafter, each time Shares are delivered to BTIG as principal on a Settlement Date with respect to a Principal Transaction and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, 7(n) for which no waiver is applicableapplicable pursuant to Section 7(n), and not more than once per calendar quarter, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to BTIG the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLPCompany Counsel substantially in the form previously agreed between the Parties, counsel modified, as necessary, to relate to the Placement Agent (“Counsel to Registration Statement and the Placement Agent”), Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that if Company Counsel has previously furnished to BTIG such written opinion and negative assurance substantially in lieu the form previously agreed between the Parties, Company Counsel may, in respect of such opinions for subsequent any future Representation DatesDate, counsel may furnish the Placement Agent BTIG with a letter (a “Reliance Letter”) in lieu of such opinion and negative assurance to the effect that the Placement Agent BTIG may rely on a the prior opinion and negative assurance of Company Counsel delivered under pursuant to this Section 7(p7(o) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, F for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall use its commercially reasonable efforts to cause to be furnished to the Placement Agent Agents (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.LLP, corporate counsel to the Company (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyD-1, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act Maryland counsel to the Company (in such capacity, “Company Investment Company Act Maryland Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2 and (iii) unless waived by a written opinion of Xxxxxx & Xxxxxx LLP, special tax counsel to the Company (“Company Special Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E. The Placement Agent covenants to use its commercially reasonable efforts to cause to be furnished to itself a written opinion and negative assurance letter of Ropes & Xxxx Xxxxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in . In lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior The Company shall have caused to be delivered to the Purchasers, (i) within five (5) Trading Days of the effective date of the Registration Statement, (ii) as of a date subsequent to the date that of the Securities are first sold pursuant to the terms Company's filing of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports most recent quarterly report on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, cause to be furnished to the Placement Agent Q (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated or the date that the opinion by which such report is required to be deliveredfiled), substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived as of a date subsequent to the date on which the Company announces, whether on a preliminary or definitive basis, its fourth quarter or full-year financial results and (iv) to the extent provided by Section 3.3, an opinion of the Company's independent counsel containing the opinions and statements reasonably requested by the Placement AgentPurchasers, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel addressed to the Placement Agent Purchasers stating, inter alia, that in such counsel's belief the Registration Statement (“Counsel if applicable, as so amended by such SEC Report) does not contain an untrue statement of material fact or omits a material fact required to make the Placement Agent”)statements contained therein, not misleading or other counsel satisfactory that the underlying prospectus (if applicable, as so amended or supplemented) does not contain an untrue statement of material fact or omits a material fact required to make the Placement Agentstatements contained therein, in form and substance reasonably satisfactory to light of the Placement Agentcircumstances in which they were made, dated the date that the opinion is required to be deliverednot misleading; provided, however, that in lieu of the event that such opinions for subsequent Representation Dates, an opinion cannot be delivered by the Company's independent counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that Purchasers, the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion Company shall be deemed to relate to promptly revise the Registration Statement and shall not deliver an Optional Purchase Notice or a Mandatory Purchase Notice or, if an Optional Purchase Notice -------------------------------------------------------------------------------- EQUITY FINANCING AGREEMENT - Page 13 or Mandatory Purchase Notice shall have been delivered in good faith without knowledge by the Prospectus Company that an opinion of independent counsel can not be delivered as amended required, postpone such Closing Date for a period of up to five (5) Trading Days until such an opinion is delivered to the Purchasers (or supplemented such Closing shall otherwise be canceled). In the event of such a postponement, the Purchase Price of the Common Stock to be issued at such Representation Closing as determined pursuant to Section 2.2 shall be the lower of the such Purchase Price as calculated as of the originally scheduled Closing Date and the Purchase Price as of the actual Closing Date). The Company's independent counsel shall also deliver to the Purchasers upon execution of this agreement an opinion in form and substance satisfactory to the Purchasers addressing, among other things, corporate matters and the exemption from registration under the Securities Act of the issuance of the Common Stock by the Company to the Purchasers under this Agreement.

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, F for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall use its commercially reasonable efforts to cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyD-1, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act Maryland counsel to the Company (in such capacity, “Company Investment Company Act Maryland Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2 and (iii) unless waived by a written opinion of Xxxxxx & Xxxxxx L.L.P., special tax counsel to the Company (“Company Special Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E. The Placement Agent covenants to use its commercially reasonable efforts to cause to be furnished to itself a written opinion and negative assurance letter of Ropes Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in . In lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three Within two (32) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicable (excluding (i) Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-QQ and reports on Form 8-K and (ii) the Representation Date with respect regard to which the Company and Company’s filing of the Manager are obligated to deliver certificates in Prospectus on the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicabledate hereof), the Company shall, unless waived by the Placement Agent, shall use its commercially reasonable efforts to cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.Bird LLP, corporate counsel to the Company and the Operating Partnership (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyE-1, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act special counsel to the Company (in such capacity, “Company Investment Company Act Maryland Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and substantially similar to the form attached hereto as Exhibit E-2, (iii) unless waived by a written tax opinion of Xxxxxx & Bird LLP, counsel to the Company (“Company Tax Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E-3, and (iv) a written opinion of Xxxxxx & Bird LLP, counsel to the Manager (“Manager Counsel”), or other counsel satisfactory to the Placement Agent, in form and negative assurance letter substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F. The Placement Agent covenants to use its commercially reasonable efforts to cause to be furnished to itself a written opinion of Ropes Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in . In lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p7(a)(16) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicableK Representation Date, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx Xxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, D; (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act special counsel to the Company (in such capacity, “Company Investment Company Act Special Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and substantially similar to the form attached hereto as Exhibit E; (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx Xxxxx Lovells US LLP, Maryland counsel to the Placement Agent Company (“Counsel to the Placement AgentCompany Maryland Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement AgentAgent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F; and (iv) a written opinion of the Company’s General Counsel (“Company General Counsel”), in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit G; provided, however, that in lieu of such opinions for subsequent 10-K Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such 10-K Representation Date). Prior to the date that any Securities are sold hereunder, the Company shall cuase Company Maryland Counsel to deliver to the Placement Agent a written opinion that such Securities have been duly authorized, and, when issued in accordance with the provisions of the Agreement, will be validly issued, fully paid and non-assessable, and such written opinion shall be reasonably satisfactory to the Placement Agent in form and substance.

Legal Opinions. On or prior to the earlier of (i) the date that the Securities first Placement Notice is given pursuant to this Agreement and (ii) Shares are delivered to BTIG as principal on a Settlement Date with respect to the first sold Principal Transaction pursuant to the terms of this first Terms Agreement and this Agreement, the Company shall cause to be furnished to BTIG, (i) the written opinions and negative assurance of Lxxxxxxxxx Xxxxxxx LLP, as issuer’s counsel to the Company, or other counsel reasonably satisfactory to BTIG (“Company Counsel”), and (ii) the written opinions of MH2 Technology Law Group LLP and Arent Fox LLP, counsel for the Company with respect to intellectual property matters (“IP Counsel”) substantially in the form previously agreed between the Parties. Thereafter within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to BTIG the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion opinions and negative assurance letter of Ropes & Xxxx LLPCompany Counsel and the written opinions of IP Counsel substantially in the form previously agreed between the Parties, counsel modified, as necessary, to relate to the Placement Agent (“Counsel to Registration Statement and the Placement Agent”), Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that if Company Counsel and/or IP Counsel has previously furnished to BTIG such written opinions and negative assurance substantially in lieu the form previously agreed between the Parties, Company Counsel and/or IP Counsel may, in respect of such opinions for subsequent any future Representation DatesDate, counsel may furnish the Placement Agent BTIG with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Placement Agent BTIG may rely on a the prior opinion opinions and negative assurance of Company Counsel and/or IP Counsel, as the case may be, delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant Placement Notice is given hereunder, the Company shall cause to be furnished to the terms Sales Agent the written opinions and negative assurance of this Agreement Xxxxxxxx Brog Leinwand Xxxxxx Xxxxxxxx & Xxxxx P.C., as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and the written opinions and negative assurance of Xxxxxx Xxxxxx Xxxxx & Maire, PLLC, as intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, a certificate pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Sales Agent (i) (w) a the written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (x) a written opinions and negative assurance letter from of Company Counsel and the written opinions and negative assurance of Company IP Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case substantially in form the forms previously agreed between the Company and substance reasonably satisfactory the Sales Agent, modified, as necessary, to relate to the Placement Agent Registration Statement and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto Prospectus as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu if Company Counsel has previously furnished to the Sales Agent such written opinions and negative assurance of such counsel, and if Company IP Counsel has previously furnished to the Sales Agent such written opinions for subsequent and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then Company Counsel and Company IP Counsel may, in respect of any future Representation DatesDate, counsel may furnish the Placement Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinions and negative assurance of such counsel (as applicable) to the effect that the Placement Sales Agent may rely on a the prior opinion opinions and negative assurance of such counsel (as applicable) delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to Upon effectiveness of the date that Registration Statement, upon the Securities are first sold pursuant to recommencement of the terms offering of Placement Shares under this Agreement following any termination of a suspension of sales hereunder, and within three (3) Trading Days after trading days of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, A for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, will furnish or cause to be furnished to the Placement Agent Canaccord and to counsel to Canaccord (i) the written opinion and negative assurance letters of Mxxxxxxx, Sxxxxxxxxx & Kxxxx LLP, US counsel to the Company, and (wii) a the written opinion of Bxxxxx Xxxxxx & Xxxxxx L.L.P.Gervais LLP, corporate Canadian counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, each dated the date the opinions or letter are required to be delivered, as the case may be, in each case in a form and substance reasonably satisfactory to the Placement Agent Canaccord and its counsel, dated the date that the opinion is required to be deliveredor, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Datesand letter, counsel may last furnishing such opinions and letter to Canaccord shall furnish the Placement Agent Canaccord with a letter (a “Reliance Letter”) substantially to the effect that the Placement Agent Canaccord may rely on a prior opinion delivered under this Section 7(p) such last opinions and letter to the same extent as if it though each were dated the date of such letter authorizing reliance (except that statements in such prior opinion last opinions and letter shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). Upon effectiveness of the Registration Statement, the Company will furnish or supplemented at such Representation Date)cause to be furnished to Canaccord and to counsel to Canaccord the written opinion of Cxxxxx, Hxxx & Sxxxxxx LLP, U.S. intellectual property counsel for the Company, dated the date of this Agreement in a form and substance reasonably satisfactory to Canaccord and its counsel.

Legal Opinions. On or prior to the date that the Securities Shares are first sold pursuant to the terms of this Agreement and within three five (35) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, F for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent Agents (i) (w) a written opinion and negative assurance letter of Xxxxxx & Xxxxxx L.L.P.Hunton Xxxxxxx Xxxxx LLP, corporate counsel to the Company (in such capacity, “Company Corporate Counsel”), or other counsel satisfactory to the Placement Agents, in form and substance reasonably satisfactory to the Placement Agents and their counsel, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D, (xii) a written negative assurance letter from Company Counsel, (y) a written tax opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal or other counsel of satisfactory to the CompanyPlacement Agents, in each case in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that the such tax opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0E, and Exhibit D-4(iii), respectivelyunless waived by the Placement Agents, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLPXxxxxx & Xxxxxx L.L.P., Investment Company Act counsel to the Company Placement Agents (in such capacity“Counsel to the Placement Agents”), “Company Investment Company Act Counsel”) regarding or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agents, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement AgentAgents, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement First Delivery Date and within three (3) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, 7(m) for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) Xxxxx a written opinion of Xxxxxx & Xxxxxx L.L.P.(i) Xxxxx Xxxxx LLP, corporate U.S. counsel to for the Company (“U.S. Company Counsel”)) and (ii) Xxxxx Xxxxx International, LLP, counsel for the Company as to certain matters of English law (x) a written negative assurance letter from “UK Company Counsel”) or other counsel satisfactory to Xxxxx, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Xxxxx and its counselcounsel and subject to customary and appropriate assumptions and qualifications, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, 7(n)(i) and Exhibit D-47(n)(ii), respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLPmodified, Investment Company Act counsel as necessary, to relate to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding Registration Statement and the Company’s exclusion from registration Prospectus as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that the Placement Agent Xxxxx may rely on a prior opinion delivered under this Section 7(p7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). On each Settlement Date subsequent to the First Delivery Date, the Company shall cause to be furnished to Xxxxx a written opinion of UK Company Counsel or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated as of such Settlement Date, stating that, subject to customary and appropriate assumptions and qualifications, (i) the directors of the Company have been duly and validly authorized to allot the Ordinary Shares underlying the Placement Shares to be sold on such date and empowered pursuant to s570(1) of the UK Companies Xxx 0000 to allot those Ordinary Shares as if s561(1) of that Act did not apply to that allotment, (ii) upon receipt by the Company of the issue and sale proceeds of those Placement Shares and the names of the holder(s) of the relevant Ordinary Shares being entered in the register of members of the Company in respect of those Ordinary Shares, those Ordinary Shares (A) will be validly allotted, issued and fully paid such that the member(s) will have paid all amounts on account of the nominal value and share premium in respect of such shares and (B) will conform to the description of the Ordinary Shares under the heading “Description of Share Capital — Key Provisions of Our Articles of Association — Shares and Rights Attaching to Them” in the Prospectus, and (iii) the directors of the Company have approved the issue of the specific number of ADSs representing the specific number of Ordinary Shares underlying the Placement Shares to be sold on such date.

Legal Opinions. On or prior to the date that the Securities are first sold pursuant Placement Notice is given hereunder, the Company shall cause to be furnished to the terms Sales Agent (i) the written opinion and negative assurance of this Agreement Xxxxxx Xxxxxxx Xxxxxxx and Li LLC, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”), (ii) the written opinion of Xxxxxxx Xxxx & Xxxxxxx, as Cayman Islands counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Cayman Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, a certificate pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Sales Agent (i) (w) a the written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion opinions and negative assurance letter of Ropes & Xxxx LLPSEC Counsel and the written opinions of Cayman Counsel substantially in the forms previously agreed between the Company and the Sales Agent, counsel modified, as necessary, to relate to the Placement Agent (“Counsel to Registration Statement and the Placement Agent”), Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance of such counsel, and if Cayman Counsel has previously furnished to the Sales Agent such written opinions for subsequent of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel and Cayman Counsel may, in respect of any future Representation DatesDate, counsel may furnish the Placement Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinions and negative assurance of such counsel (as applicable) to the effect that the Placement Sales Agent may rely on a the prior opinion opinions and negative assurance of such counsel (as applicable) delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion opinions and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the earlier of (i) the date that the Securities first Placement Notice is given pursuant to this Agreement and (ii) Shares are delivered to the Designated Agent as principal on a Settlement Date with respect to the first sold Principal Transaction pursuant to the terms first Terms Agreement and this Agreement, the Company shall cause to be furnished to the Agents the written opinions and negative assurance of this Agreement Eversheds Xxxxxxxxxx (US) LLP as issuer’s counsel to the Company, or other counsel reasonably satisfactory to the Agents (“Company Counsel”), substantially in the forms previously agreed between the Parties and set forth in Exhibit 7(m) attached hereto. Thereafter, each time Shares are delivered to the Designated Agent as principal on a Settlement Date with respect to a Principal Transaction and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, 7(l) for which no waiver is applicableapplicable pursuant to Section 7(l), and not more than once per calendar quarter, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a Agents the written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion opinions and negative assurance letter of Ropes & Xxxx LLPCompany Counsel substantially in the form previously agreed between the Parties, counsel modified, as necessary, to relate to the Placement Agent (“Counsel to Registration Statement and the Placement Agent”), Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that if Company Counsel has previously furnished to the Agents such written opinions and negative assurance substantially in lieu the form previously agreed between the Parties, Company Counsel may, in respect of such opinions for subsequent any future Representation DatesDate, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Placement Agent Agents may rely on a the prior opinion opinions and negative assurance of Company Counsel delivered under pursuant to this Section 7(p7(m) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicableK Representation Date, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx Xxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, D and Exhibit D-4, respectively, E; (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company Advisor (in such capacity, “Company Investment Company Act Special Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and substantially similar to the form attached hereto as Exhibit F; (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx Xxxxx Lovells US LLP, Maryland counsel to the Placement Agent Company (“Counsel to the Placement AgentCompany Maryland Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement AgentAgent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit G; and (iv) a written opinion of the Company’s General Counsel (“Company General Counsel”), in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit H; provided, however, that in lieu of such opinions for subsequent 10-K Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such 10-K Representation Date). Prior to the date that any Securities are sold hereunder, the Company shall cause Company Maryland Counsel to deliver to the Placement Agent a written opinion that such Securities have been duly authorized, and, when issued in accordance with the provisions of the Agreement, will be validly issued, fully paid and non-assessable, and such written opinion shall be reasonably satisfactory to the Placement Agent in form and substance.

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms Upon execution of this Agreement and (i) within three (3) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are Corporation is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, A for which no waiver is applicableapplicable and (ii) concurrently with the delivery of a certificate pursuant to the last sentence of Section 8(m), the Company shall, unless waived by the Placement Agent, Corporation will furnish or cause to be furnished to the Placement Agent and to counsel to the Agent, (iA) (w) a the written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in Corporation, such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory letter to be substantially similar to the Placement Agent and its counselform attached hereto as Exhibit B, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) in a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be deliveredacting reasonably, and (iii) unless waived by the Placement Agentor, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Datesopinions, counsel last furnishing such opinion to the Agent may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance) provided that instead of rendering opinions relating to the securities laws of the Qualifying Jurisdictions other than British Columbia (the "Local Counsel Opinions"), the Corporation may engage one or more legal counsel in the Qualifying Jurisdictions other than British Columbia to provide the Local Counsel Opinions and provided further that Local Counsel Opinions shall only be required (x) except in respect of the first Representation Date, for such other Qualifying Jurisdictions as the Agent shall request a Local Counsel Opinion for, acting reasonably; and (y) in respect of Representation Dates that relate to the filing of audited annual financial statements or interim financial statements, or in lieu of such opinions, counsel last furnishing such opinion to the Agent may furnish the Agent with a letter to the effect that the Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Prospectus as amended or and supplemented at to the time of delivery of such Representation Dateletter authorizing reliance).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement First Delivery Date and within three five (35) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, 7(m) for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) Xxxxx a written opinion of Xxxxxx & Xxxxxx L.L.P.Mintz, corporate counsel to the Company Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Company Counsel”), (x) a written negative assurance letter from Company Counselor other counsel satisfactory to Xxxxx, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, 7(n)(i) and Exhibit D-47(n)(ii), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, the Company shall not be required to furnish to Xxxxx more than one opinion of Company Counsel hereunder per calendar quarter, unless there is a material change in circumstance that, in Xxxxx’x reasonable judgment, would necessitate an additional opinion of Company Counsel; provided, further, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish Xxxxx with a letter (iia “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In addition, on or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company & Associates LLC (in such capacity, “Company Investment Company Act IP Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to the Placement Agent Xxxxx and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel substantially similar to the Placement Agent (“Counsel form attached hereto as Exhibit 7(n)(iii), respectively, modified, as necessary, to relate to the Placement Agent”), Registration Statement and the Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, howeverthe Company shall not be required to furnish to Xxxxx more than one opinion of Company IP Counsel hereunder per calendar quarter, unless there is a material change in circumstance that, in Xxxxx’x reasonable judgment, would necessitate an additional opinion of Company IP Counsel; provided, further, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Xxxxx with a letter (a “Reliance Letter”) Letter to the effect that the Placement Agent Xxxxx may rely on a prior opinion delivered under this Section 7(p7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, X-0 and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx Freshfields Bruckhaus Xxxxxxxx US LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicableAgreement, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a written opinion and negative assurance letter of Xxxxxx & Xxxxxx L.L.P.Dentons US LLP, corporate counsel to the Company (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel reasonably satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is and negative assurance letter are required to be delivered, substantially similar in form and substance satisfactory to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyPlacement Agent, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLPLoginov & Associates, Investment Company Act PLLC, intellectual property counsel to the Company (in such capacity, “Company Investment Company Act IP Counsel”) regarding ), or other counsel reasonably satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, in form and substance satisfactory to the Placement Agent, and (iii) ), unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx Xxxxx Xxxxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel reasonably satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is and negative assurance letter are required to be delivered. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent a negative assurance letter of Company Corporate Counsel in form and substance reasonably satisfactory to the Placement Agent; provided, however, that in lieu of such opinions negative assurance letter for subsequent Representation DatesDates occurring after the initial negative assurance letter is delivered, counsel Company Corporate Counsel and/or Counsel to the Placement Agent may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion negative assurance letter delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior The Administrative Agent and each Lender has received, in form and reasonably substance satisfactory to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicableit, the Company shallfollowing legal opinions (in each case, unless waived by the Placement Agent, cause to be furnished to the Placement Agent with customary qualifications and limitations): (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P., corporate legal memorandum from counsel to Borrower, opining that (A) the Company Borrower is not a “covered fund” within the meaning of the final regulations issued December 10, 2013, implementing Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, commonly known as the “Xxxxxxx Rule;” and (“Company Counsel”)B) the Borrower is not, (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel and immediately after giving effect to the Company (in such capacitytransactions completed on the Closing Date hereunder will not be, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration register as an “investment company,” as such term is defined in within the meaning of the Investment Company Act, as amended (the “1940 Act”). (ii) a legal opinion from counsel to the Borrower and Seller, opining that each of (i) the backup security interest in form the Purchased Participations and substance other Purchased Assets granted by the Seller to the Borrower under the Master Participation Agreement, and (ii) the security interest in the Purchased Participations, Purchased Assets, Collection Account and other Collateral granted by the Borrower to the Administrative Agent, for the benefit of the Secured Parties, is valid and perfected under the applicable UCC; (iii) a legal opinion from counsel to the Borrower and Seller, opining (A) that the Master Purchase Agreement and the issuance and conveyance of each Purchased Participation thereunder to the Borrower constitutes a true sale or other absolute transfer from the Seller to the Borrower and the interests in the Receivables evidenced by the Purchased Participations issued and conveyed thereunder will not be subject to the bankruptcy estate of the Seller, and (B) in the event of bankruptcy of the Seller or GreenSky, respectively, Borrower will not be substantively consolidated with Seller or GreenSky, respectively; (iv) legal opinions from counsel to the Borrower, Seller, and Servicer, and Administrative Agent, reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Administrative Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).with

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, F for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall use its commercially reasonable efforts to cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.LLP, corporate counsel to the Company (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyD-1, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act Maryland counsel to the Company (in such capacity, “Company Investment Company Act Maryland Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2 and (iii) unless waived by a written opinion of Xxxxxx & Xxxxxx LLP, special tax counsel to the Company (“Company Special Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E. The Placement Agent covenants to use its commercially reasonable efforts to cause to be furnished to itself a written opinion and negative assurance letter of Ropes Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in . In lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports financial statements included in its quarterly reports on Form 10-QQ or six-month reports on Form 6-K, as applicable, as described in Section 7(o)(iii)) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectivelyE, for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.Xxxx Xxxxx LLP, U.S. corporate counsel to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLPXxxxxx Xxx, Investment Company Act Irish corporate counsel to the Company (in such capacityXxxx Xxxxx LLP and Xxxxxx Xxx collectively referred to hereinafter as, “Company Investment Company Act Corporate Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, in substantially similar forms previously agreed to between Company Corporate Counsel and Counsel to the Placement Agent (as defined below), and (iii) ii), unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx Xxxxxx, LLP, corporate counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms Upon execution of this Agreement and (i) within three (3) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are Corporation is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, A for which no waiver is applicableapplicable and (ii) concurrently with the delivery of a certificate pursuant to the last sentence of Section 8(m), the Company shall, unless waived by the Placement Agent, Corporation will furnish or cause to be furnished to the Placement Agent and to counsel to the Agent, (iA) (w) a the written opinion of Xxxxxx & Xxxxxx L.L.P.Bxxxxxx Xxxxx LLP, corporate counsel to the Company (“Company Counsel”)Corporation, (x) a written negative assurance such opinion letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to be substantially similar to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counselattached hereto as Exhibit B, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) in a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be deliveredacting reasonably, and (iii) unless waived by the Placement Agentor, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Datesopinions, counsel last furnishing such opinion to the Agent may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance) provided that instead of rendering opinions relating to the securities laws of the Qualifying Jurisdictions other than British Columbia (the "Local Counsel Opinions"), the Corporation may engage one or more legal counsel in the Qualifying Jurisdictions other than British Columbia to provide the Local Counsel Opinions and provided further that Local Counsel Opinions shall only be required (x) except in respect of the first Representation Date, for such other Qualifying Jurisdictions as the Agent shall request a Local Counsel Opinion for, acting reasonably; and (y) in respect of Representation Dates that relate to the filing of audited annual financial statements or interim financial statements, or in lieu of such opinions, counsel last furnishing such opinion to the Agent may furnish the Agent with a letter to the effect that the Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Prospectus as amended or and supplemented at to the time of delivery of such Representation Dateletter authorizing reliance).

Legal Opinions. On or prior to the earlier of (i) the date the first Placement Notice is given pursuant to this Agreement and (ii) the date that Shares are delivered to BTIG as principal on a Settlement Date with respect to the Securities are first sold Principal Transaction pursuant to the terms of this first Terms Agreement and within three this Agreement, the Company shall cause to be furnished to BTIG (3A) Trading Days after the written opinion and negative assurance letter of Xxxxxx & Xxxxxx LLP, as U.S. counsel to the Company, and and the written opinion of each of (B) MJM Limited, Hamilton, Bermuda, special counsel for the Company with respect to matters of Bermuda law, (C) Xxxxxx & Xxxxxx LLP, special Liberian counsel for the Company, and (D) Xxxxxx & Xxxxxx LLP, special Xxxxxxxx Islands counsel for the Company, in each case substantially in the forms previously agreed between the Parties (A)-(D), collectively, the “Company Counsel Opinions”), in each case, or such other counsel as is reasonably satisfactory to BTIG. Thereafter, (A) each time Shares are delivered to BTIG as principal on a Settlement Date with respect to a Principal Transaction and (B) on each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, 7(m) for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to BTIG the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.Company Counsel Opinions, corporate counsel modified, as necessary, to relate to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to Registration Statement and the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto Prospectus as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that if such counsel has previously furnished to BTIG such opinions, such counsel may, in lieu respect of such opinions for subsequent any future Representation DatesDate, counsel may furnish the Placement Agent BTIG with a letter (a “Reliance Letter”) in lieu of such opinion to the effect that the Placement Agent BTIG may rely on a the prior opinion delivered under by such counsel pursuant to this Section 7(p7(o) to the same extent as if it each were dated the date of such letter Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that of the Securities are first sold pursuant Issuance Notice and on or prior to the terms of this Agreement and within three (3) Trading Days after each Representation Triggering Event Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, a certificate pursuant to Section 4(o) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall, unless waived by the Placement Agent, shall cause to be furnished furnished, at the request of Agent, a negative assurance letter and the written legal opinion of Dxxxxx & Wxxxxxx LLP, United States counsel to the Placement Agent Company, Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, United States counsel to the Agent, the written legal opinion of Gowling WLG (Canada) LLP, Canadian counsel to the Company, and in respect of each Triggering Event Date in connection with the filing with the Commission of an Annual Report on Form 20-F or Form 10-K, favorable legal opinions from Cxxxxx Xxxxxx Hofmeyr Inc., South African counsel to the Company, regarding (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel certain matters in relations to the Company (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel Material Entities and with respect to the Company (in such capacity, “Company Tax Counsel”), Company’s right to and ownership of the Material Properties and (zii) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counseleffect that the statements set forth under “South African Regulatory Framework” in the Form 20-F fairly summarize the matters described therein, each dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Actdelivery, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel substantially similar to the Placement Agent (“Counsel form previously provided to the Placement Agent”)Agent and its counsel, or other counsel satisfactory modified, as necessary, to relate to the Placement AgentRegistration Statement and the Prospectus as then amended or supplemented, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, the Company shall be required to furnish no more than one opinion hereunder per calendar quarter, except that more than one opinion from each of the Company’s counsel as described in Section 4(p) may be delivered in a calendar quarter if such opinions are required to be delivered pursuant to Section 4(o)(B). In lieu of such opinions for subsequent Representation Datesperiodic filings, counsel in the discretion of the Agent, the Company may furnish the Placement Agent with a reliance letter (a “Reliance Letter”) from such counsel to the effect that Agent, permitting the Placement Agent may to rely on a prior previously delivered opinion delivered under this Section 7(p) to the same extent letter, modified as if it were dated the date appropriate for any passage of such letter time or Triggering Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Triggering Event Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, F for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall use its commercially reasonable efforts to cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx Vxxxxx & Xxxxxx L.L.P.Exxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyD-1, (ii) a written opinion of Hunton Xxxxxxx Xxxxx Vxxxxxx LLP, Investment Company Act Maryland counsel to the Company (in such capacity, “Company Investment Company Act Maryland Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2 and (iii) unless waived by a written opinion of Vxxxxx & Exxxxx LLP, special tax counsel to the Company (“Company Special Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E. The Placement Agent covenants to use its commercially reasonable efforts to cause to be furnished to itself a written opinion and negative assurance letter of Ropes Skadden, Arps, Slate, Mxxxxxx & Xxxx Fxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in . In lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, cause to be furnished to the Placement Agent (i) (wv) a written opinion of Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company (“Company Counsel”), (xw) a written negative assurance letter from Company Counsel, (x) a written opinion of Xxxxxxx LLP, Maryland counsel to the Company (“Maryland Counsel”), (y) a written opinion of Hunton Xxxxxx Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0D-1, Xxxxxxx X-0Exhibit D-2, Xxxxxxx X-0Exhibit D-3, Exhibit D-4 and Exhibit D-4D-5, respectively, and (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx Gray LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-QQ if and only if the Company has consummated an underwritten public offering of Common Stock (the “Prior Underwritten Offering”) within 30 days prior or subsequent to the filing of such quarterly report on Form 10-Q and customary legal opinions for an underwritten offering were delivered to the underwriters in connection with such Prior Underwritten Offering) with respect to which the Company and the Manager are is obligated to deliver certificates in the form attached hereto as Exhibit E Exhibits E-1 and Exhibit F, respectively, E-2 for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a Barclays written opinion opinions of Xxxxxx each of Xxxxxxx Xxxxxxx & Xxxxxx L.L.P.Xxxxxxxx LLP and Xxxxxxx LLP, corporate counsel to the Company and/or the Manager, as the case may be (“Company Blackstone Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of selected by the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Barclays and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit Xxxxxxxx X-0, Xxxxxxx X-0, Xxxxxxx X-0, X-0 and Exhibit D-4, respectively, D-4 and (ii) ), unless waived by Barclays, a written opinion of Hunton Xxxxxxx Xxxxx Xxxx Xxxxxxxx LLP, Investment Company Act counsel to the Company Barclays (in such capacity“Counsel to Barclays”), “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Actor other counsel satisfactory to Barclays, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement AgentBarclays, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Barclays with a letter (a “Reliance Letter”) to the effect that the Placement Agent Barclays may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering their opinion as aforesaid, Counsel to Barclays may rely upon an opinion, dated the date such opinion is required to be delivered, of Xxxxxxx LLP, as to matters governed by Maryland law, or such other counsel satisfactory to Barclays.

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of execution of this Agreement (the “Execution Date”) and within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicable (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company Q and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicablereports on Form 8-K), the Company shall, unless waived by the Placement Agent, shall use its commercially reasonable efforts to cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.Bird LLP, corporate counsel to the Company and the Operating Partnership (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyE-1, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act special counsel to the Company (in such capacity, “Company Investment Company Act Maryland Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and substantially similar to the form attached hereto as Exhibit E-2, (iii) unless waived by a written tax opinion of Xxxxxx & Bird LLP, counsel to the Company (“Company Tax Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E-3, and (iv) a written opinion of Xxxxxx & Bird LLP, counsel to the Manager (“Manager Counsel”), or other counsel satisfactory to the Placement Agent, in form and negative assurance letter substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F. The Placement Agent covenants to use its commercially reasonable efforts to cause to be furnished to itself a written opinion of Ropes Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in . In lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p7(a)(16) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to Upon commencement of the date that offering of the Securities are first sold pursuant to Placement Shares (and upon the terms recommencement of the offering of the Placement Shares under this Agreement following the termination of a suspension of sales hereunder) and within three (3) Trading Days after on each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, A for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent Agents (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.Ledgewood, corporate a professional corporation or other counsel selected by Company and reasonably acceptable to the Company Agents (“Company Counsel”) as to corporate and securities matters in form and substance satisfactory to the Agents, dated as of the date of such commencement or recommencement, as applicable (it being understood that as to matters of Maryland law, Company Counsel may rely on Maryland counsel reasonably acceptable to the Agents, such opinion modified, as necessary to relate to the Registration Statement and the Prospectus as then amended or supplemented and with customary assumptions and exceptions), (xii) a written negative assurance letter from Company CounselCounsel in form and substance satisfactory to the Agents, dated as of the date of such commencement or recommencement, as applicable, and (yiii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Company Counsel as to tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case matters in form and substance reasonably satisfactory to the Placement Agent and its counselAgents, dated as of the date that the opinion is required to be deliveredof such commencement or recommencement, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredapplicable; provided, however, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel Company Counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) substantially to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of the date of the Reliance Letter). The obligation of the Company under this Section 7(n) shall be deferred for any period of suspension of sales hereunder and shall recommence upon the termination of any such Representation Date)period of suspension of sales hereunder.

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, G for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx Xxxxxxxx & Xxxxxx L.L.P.Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyD, (ii) a written opinion of Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, Investment Company Act special counsel to the Company (in such capacity, “Company Investment Company Act Special Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and substantially similar to the form attached hereto as Exhibit E, (iii) a written opinion of Company Special Counsel, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, to the effect that the Company is not, and the transactions contemplated by this Agreement will not cause the Company to become, an “investment company” or any entity controlled by an “investment company” under the Investment Company Act; (iv) a written opinion of Xxxxxxx LLP, Maryland counsel to the Company (“Company Maryland Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F; and (v), unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx Xxxxxxxx Chance US LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. (1) On or prior to the date that of the Securities are first sold pursuant to Placement Notice and (2) if requested by the terms of this Agreement and Agent, within three five (35) Trading Days after of each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a written opinion of each of (A) Xxxxxx & Xxxxxx L.L.P., corporate counsel to the Company LLP (“Company Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent and (B) XxXxxxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“IP Counsel”), or other counsel satisfactory to the Agent, in each case in form and substance reasonably satisfactory to Agent and its counsel, respectively, modified, as necessary, to relate to the Placement Agent, dated Registration Statement and the date that the opinion is required to be deliveredProspectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion from each of Company Counsel and the IP Counsel hereunder per calendar quarter and the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of the date of the Reliance Letter). Notwithstanding anything to the contrary set forth herein, each obligation of the Company to cause to be furnished to the Agent a negative assurance letter of Company Counsel shall be conditioned upon the concurrent delivery to the Agent by counsel reasonably acceptable to the Agent (“Agent Counsel”) of a letter covering statements substantially similar to those covered by such Representation Date)negative assurance letter of Company Counsel.

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement First Delivery Date and within three (3) Trading Days after of each Representation Bring-Down Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, 7(m) for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) Cowen a written opinion of Xxxxxx & Xxxxxx L.L.P.(i) Mxxxx Xxxxx LLP, corporate U.S. counsel to for the Company (“U.S. Company Counsel”)) and (ii) Mxxxx Xxxxx International, LLP, counsel for the Company as to certain matters of English law (x) a written negative assurance letter from “UK Company Counsel”) or other counsel satisfactory to Cowen, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Cowen and its counselcounsel and subject to customary and appropriate assumptions and qualifications, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, 7(n)(i) and Exhibit D-47(n)(ii), respectively, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLPmodified, Investment Company Act counsel as necessary, to relate to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding Registration Statement and the Company’s exclusion from registration Prospectus as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, counsel U.S. Company Counsel and UK Company Counsel may furnish the Placement Agent Cowen with a letter (a “Reliance Letter”) to the effect that the Placement Agent Cowen may rely on a prior opinion delivered under this Section 7(p7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date). On each Settlement Date subsequent to the First Delivery Date, the Company shall cause to be furnished to Cowen a written opinion of UK Company Counsel or other counsel satisfactory to Cowen, in form and substance reasonably satisfactory to Cowen and its counsel, dated as of such Settlement Date, stating that, subject to customary and appropriate assumptions and qualifications, (i) the directors of the Company have been duly and validly authorized to allot the Ordinary Shares underlying the Placement Shares to be sold on such date and empowered pursuant to s570(1) of the UK Companies Axx 0000 to allot those Ordinary Shares as if s561(1) of that Act did not apply to that allotment, (ii) upon receipt by the Company of the issue and sale proceeds of those Placement Shares and the names of the holder(s) of the relevant Ordinary Shares being entered in the register of members of the Company in respect of those Ordinary Shares, those Ordinary Shares (A) will be validly allotted, issued and fully paid such that the member(s) will have paid all amounts on account of the nominal value and share premium in respect of such shares and (B) will conform to the description of the Ordinary Shares under the heading “Description of Share Capital — Description of Ordinary Shares” in the Prospectus, and (iii) the directors of the Company have approved the issue of the specific number of ADSs representing the specific number of Ordinary Shares underlying the Placement Shares to be sold on such date. With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause to be furnished to Cowen on the Principal Settlement Date a written opinion of UK Company Counsel or other counsel satisfactory to Cowen, in form and substance reasonably satisfactory to Cowen and its counsel dated as of the Principal Settlement Date.

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement First Delivery Date and within three (3) Trading Days after each Representation Date of (excluding Representation Dates with regard to i) the time the Company files Company’s filing of its Quarterly Reports annual report on Form 1020-QF under the Exchange Act and (ii) with respect to which the Company Company’s annual filing of a report on Form 6-K under the Exchange Act containing financial information for its second fiscal quarter ended on June 30 (each of (i) and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F(ii), respectively, for which no waiver is applicablean “Opinion Representation Date”), the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a Cxxxx written opinion opinions of Xxxxxx Dxxxx Xxxx & Xxxxxx L.L.P., corporate counsel to the Company Wxxxxxxx LLP (“U.S. Company Counsel”), ) and De Brauw Blackstone Westbroek N.V. (x) a written negative assurance letter from “Dutch Company Counsel”) or other counsel satisfactory to Cxxxx, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Cxxxx and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-47(n), respectively, (ii) and a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment counsel reasonably satisfactory to Cxxxx and the Company Act counsel covering matters of German law and matters specific to the Company (in such capacity, “German Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counselCxxxx, dated the date that the opinion is required each modified, as necessary, to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel relate to the Placement Agent (“Counsel to Registration Statement and the Placement Agent”), Prospectus as then amended or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be deliveredsupplemented; provided, however, that in lieu of such opinions for subsequent Opinion Representation Dates, counsel may furnish the Placement Agent Cxxxx with a letter (a “Reliance Letter”) to the effect that the Placement Agent Cxxxx may rely on a prior opinion delivered under this Section 7(p7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Opinion Representation Date). The requirement to provide the opinions under this Section 7(n) shall be waived for any Opinion Representation Date occurring at a time at which no Placement Notice is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following an Opinion Representation Date when the Company relied on such waiver and did not provide Cxxxx with the opinions under this Section 7(n), then before the Company delivers the Placement Notice or Cxxxx sells any Placement Shares, the Company shall provide Cxxxx with the opinions, substantially similar to the forms attached hereto as Exhibit 7(n), dated the date of the Placement Notice.

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-QQ if and only if the Company has consummated an underwritten public offering of Common Stock (the “Prior Underwritten Offering”) within 30 days prior to the filing of such quarterly report on Form 10-Q and customary legal opinions for an underwritten offering were delivered to the underwriters in connection with such Prior Underwritten Offering) with respect to which the Company and the Manager are is obligated to deliver certificates in the form attached hereto as Exhibit E Exhibits E-1 and Exhibit F, respectively, E-2 for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a Xxxxx Fargo Securities written opinion opinions of Xxxxxx each of Xxxxxxx Xxxxxxx & Xxxxxx L.L.P.Xxxxxxxx LLP and Xxxxxxx LLP, corporate counsel to the Company and/or the Manager, as the case may be (“Company Blackstone Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of selected by the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Xxxxx Fargo Securities and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit Xxxxxxxx X-0, Xxxxxxx X-0X-0 , Xxxxxxx X-0, X-0 and Exhibit D-4, respectively, D-4 and (ii) ), unless waived by Xxxxx Fargo Securities, a written opinion of Hunton Xxxxxxx Xxxxx Xxxx Xxxxxxxx LLP, Investment Company Act counsel to the Company Xxxxx Fargo Securities (in such capacity“Counsel to Xxxxx Fargo Securities”), “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Actor other counsel satisfactory to Xxxxx Fargo Securities, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement AgentXxxxx Fargo Securities, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Xxxxx Fargo Securities with a letter (a “Reliance Letter”) to the effect that the Placement Agent Xxxxx Fargo Securities may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering their opinion as aforesaid, Counsel to Xxxxx Fargo Securities may rely upon an opinion, dated the date such opinion is required to be delivered, of Xxxxxxx LLP, as to matters governed by Maryland law, or such other counsel satisfactory to Xxxxx Fargo Securities.

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three five (35) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxx L.L.P.Xxxx LLP, corporate counsel to the Company and the Manager (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectively, (ii) a written tax opinion of Hunton Xxxxxxx Xxxxx LLPCompany Corporate Counsel, Investment Company Act or other counsel satisfactory to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) ), unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLPCozen X’Xxxxxx, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-QSection 7(o)(iii)) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, G for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.DLA Piper LLP (US), corporate counsel to the Company (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyD, (ii) a written opinion of Hunton Xxxxxx Xxxxxxx Xxxxx LLPXxxxxxxx & Rosait PC, Investment Company Act intellectual property counsel to the Company (in such capacity, “Company Investment Company Act Special Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company Act, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, delivered and (iii) ), unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx Xxxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel counsel, in its sole discretion, may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports quarterly reports on Form 10-QQ if and only if the Company has consummated an underwritten public offering of Common Stock (the “Prior Underwritten Offering”) within 30 days prior or subsequent to the filing of such quarterly report on Form 10-Q and customary legal opinions for an underwritten offering were delivered to the underwriters in connection with such Prior Underwritten Offering) with respect to which the Company and the Manager are is obligated to deliver certificates in the form attached hereto as Exhibit E Exhibits E-1 and Exhibit F, respectively, E-2 for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a Xxxxxxx Xxxxx written opinion opinions of Xxxxxx each of Xxxxxxx Xxxxxxx & Xxxxxx L.L.P.Xxxxxxxx LLP and Xxxxxxx LLP, corporate counsel to the Company and/or the Manager, as the case may be (“Company Blackstone Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel to the Company (in such capacity, “Company Tax Counsel”), and (z) a written opinion of internal counsel of selected by the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit Xxxxxxxx X-0, Xxxxxxx X-0, Xxxxxxx X-0, X-0 and Exhibit D-4, respectively, D-4 and (ii) ), unless waived by Xxxxxxx Xxxxx, a written opinion of Hunton Xxxx Xxxxxxxx LLP, counsel to Xxxxxxx Xxxxx LLP(“Counsel to Xxxxxxx Xxxxx”), Investment Company Act or other counsel satisfactory to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, and (iii) unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement AgentXxxxxxx Xxxxx, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Placement Agent Xxxxxxx Xxxxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering their opinion as aforesaid, Counsel to Xxxxxxx Xxxxx may rely upon an opinion, dated the date such opinion is required to be delivered, of Xxxxxxx LLP, as to matters governed by Maryland law, or such other counsel satisfactory to Xxxxxxx Xxxxx.

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three one (31) Trading Days Day after each 10-K Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are Operating Partnership is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, G for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.Vxxxxxx LLP, corporate Maryland counsel to the Company (“Company Maryland Counsel”), (x) a written negative assurance letter from Company Counselor other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D, (yii) a written opinion opinions of Hunton Xxxxxxx Xxxxx Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, tax special counsel to the Company (in such capacity, “Company Tax Special Counsel”), and (z) a written opinion of internal or other counsel of satisfactory to the CompanyPlacement Agent, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, E-1 and Exhibit D-4, respectivelyE-2, (iiiii) a written opinion of Hunton Xxxxxxx Xxxxx Debevoise & Pxxxxxxx LLP, Investment Company Act counsel to the Company (in such capacity, “Company Investment Company Act Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F and (iiiiv) unless waived by the Placement Agent, a written opinion and and, if not included in such opinion, negative assurance letter of Ropes & Xxxx Cxxxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent 10-K Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such 10-K Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three Within two (32) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicable (excluding (i) Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-QQ and reports on Form 8-K and (ii) the Representation Date with respect regard to which the Company and Company’s filing of the Manager are obligated to deliver certificates in Prospectus on the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicabledate hereof), the Company shall, unless waived by the Placement Agent, shall use its commercially reasonable efforts to cause to be furnished to the Placement Agent Agents (i) (w) a written opinion of Xxxxxx & Xxxxxx L.L.P.Bird LLP, corporate counsel to the Company and the Operating Partnership (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agents, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyE-1, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act special counsel to the Company (in such capacity, “Company Investment Company Act Maryland Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agents, in form and substance reasonably satisfactory to the Placement Agent Agents and its their counsel, dated the date that the opinion is required to be delivered, and substantially similar to the form attached hereto as Exhibit E-2, (iii) unless waived by the Placement Agent, a written tax opinion and negative assurance letter of Ropes Xxxxxx & Xxxx Bird LLP, counsel to the Placement Agent Company (“Counsel to the Placement AgentCompany Tax Counsel”), or other counsel satisfactory to the Placement AgentAgents, in form and substance reasonably satisfactory to the Placement AgentAgents and their counsel, dated the date that the opinion is required to be delivered; provided, howeversubstantially similar to the form attached hereto as Exhibit E-3, and (iv) a written opinion of Xxxxxx & Bird LLP, counsel to the Manager (“Manager Counsel”), or other counsel satisfactory to the Placement Agents, in form and substance reasonably satisfactory to the Placement Agents and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F. The Placement Agents covenant to use commercially reasonable efforts to cause to be furnished to themselves a written opinion of Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Placement Agents (“Counsel to the Placement Agents”), or other counsel satisfactory to the Placement Agents, in form and substance reasonably satisfactory to the Placement Agents, dated the date that the opinion is required to be delivered. In lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent Agents with a letter (a “Reliance Letter”) to the effect that the Placement Agent Agents may rely on a prior opinion delivered under this Section 7(p7(a)(16) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are obligated to deliver certificates in the form attached hereto as Exhibit E and Exhibit F, respectively, for which no waiver is applicableAgreement, the Company shall, unless waived by the Placement Agent, shall cause to be furnished to the Placement Agent (i) (w) a written opinion and negative assurance letter of Xxxxxx & Xxxxxx L.L.P.Pxxx Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel reasonably satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is and negative assurance letter are required to be delivered, substantially similar in form and substance satisfactory to the forms attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyPlacement Agent, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLPMxXxxxx Bxxx PLLC, Investment Company Act intellectual property counsel to the Company (in such capacity, “Company Investment Company Act IP Counsel”) regarding ), or other counsel reasonably satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, in form and substance satisfactory to the Placement Agent, and (iii) ), unless waived by the Placement Agent, a written opinion and negative assurance letter of Ropes & Xxxx Dxxxx Xxxxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel reasonably satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is and negative assurance letter are required to be delivered. Thereafter, within five (5) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent a negative assurance letter of Company Corporate Counsel in form and substance reasonably satisfactory to the Placement Agent; provided, however, that in lieu of such opinions negative assurance letter for subsequent Representation DatesDates occurring after the initial negative assurance letter is delivered, counsel Company Corporate Counsel and/or Counsel to the Placement Agent may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion and negative assurance letter delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company and the Manager are is obligated to deliver certificates a certificate in the form attached hereto as Exhibit E and Exhibit F, respectively, F for which no waiver is applicable, the Company shall, unless waived by the Placement Agent, shall use its commercially reasonable efforts to cause to be furnished to the Placement Agent (i) (w) a written opinion of Xxxxxx Hunton & Xxxxxx L.L.P.Xxxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), (x) a written negative assurance letter from Company Counsel, (y) a written opinion of Hunton Xxxxxxx Xxxxx LLP, tax or other counsel satisfactory to the Company (in such capacityPlacement Agent, “Company Tax Counsel”), and (z) a written opinion of internal counsel of the Company, in each case in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, and Exhibit D-4, respectivelyD-1, (ii) a written opinion of Hunton Xxxxxxx Xxxxx LLP, Investment Company Act special Maryland counsel to the Company (in such capacity, “Company Investment Company Act Maryland Counsel”) regarding ), or other counsel satisfactory to the Company’s exclusion from registration as an “investment company,” as such term is defined in the Investment Company ActPlacement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2 and (iii) unless a written opinion of Hunton & Xxxxxxxx LLP, special tax counsel to the Company (“Company Special Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E. Unless waived by the Placement Agent, the Placement Agent covenants to use its commercially reasonable efforts to cause to be furnished to itself a written opinion and negative assurance letter of Ropes & Xxxx Xxxxx LLP, counsel to the Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered; provided, however, that in . In lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agent with a letter (a “Reliance Letter”) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).