Common use of Bring Down Opinions; Negative Assurance Clause in Contracts

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At each Representation DateDate for which the Company is obligated to deliver a certification pursuant to Section 4(k) for which no waiver is applicable, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of securities counsel to the Company and Nevada counsel to the Company (collectively, “Company Counsel”) addressed to the Manager and dated and delivered on such Representation Datedate, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The representation from securities counsel to the Company, at each Representation Date; provided, however, that the requirement for the Company to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or on which the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable opinion required this Section 4(l) in connection with a Representation Date, upon which request such deliverable opinion shall be deliverable hereunder. Notwithstanding the foregoingThe Manager hereby agrees that Company Counsel may provide a reliance letter for a previously delivered opinion or negative assurance representation, the requirement to furnish stating that such opinion or cause negative assurance representation may continue to be furnished relied on, in lieu of providing an opinion or negative assurance representation under this Section 4(l) shall be waived for on any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivereddate.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the The requirement to furnish or cause to be furnished an opinion or and/or negative assurance representation of Company Counsel under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or and/or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell ||| Shares pursuant to this Agreement, the Company shall provide the Manager with such an opinion or and/or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredrepresentation.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) 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 as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredopinion.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement, such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) 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 as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable the deliverables required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in customary form and substance and reasonably satisfactory to the Manager, including a customary negative assurance representationstatement. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) 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 as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredopinion.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion opinions of United States counsel to the Company and Israel counsel to the Company (collectively, “Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representationrepresentation of United States counsel to the Company. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representationrepresentation of United States counsel to the Company) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 1020-K F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding The Manager hereby agrees that United States counsel to the foregoingCompany may provide a reliance letter for a previously delivered negative assurance representation, the requirement to furnish or cause to be furnished an opinion or stating that such negative assurance representation under this Section 4(l) may continue to be relied on, in lieu of providing a negative assurance representation on any such date. The requirement to provide a negative assurance representation of United States counsel to the Company shall be waived for any Representation Date occurring at a time at which no instruction Sales Notice is pending, which waiver shall continue until the earlier to occur of the Manager to sell Shares pursuant to this Agreement has been delivered by date the Company or is pending. delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its Annual Report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Sales Notice hereunder and (ii) if the Company subsequently decides to sell Shares following any a Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or with a negative assurance representation pursuant of United States counsel to this Section 4(l)the Company, then before the Company instructs the Manager to sell Shares pursuant to this Agreementsells any Shares, the Company shall provide the Manager with such opinion or negative assurance representation to assurance, dated the extent required under this Section 4(l) and not previously delivereddate of the Sales Notice.

Bring Down Opinions; Negative Assurance. At On each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion and negative assurance letter of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representationletter) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoingIn addition, the requirement to furnish or cause to be furnished an opinion or the negative assurance representation under this Section 4(l) shall be letter and, as applicable, the opinion is hereby deemed waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or Sales Notice is pending. Notwithstanding the foregoing, if If the Company subsequently decides to sell Shares following any a Representation Date when the Company relied on such deemed waiver and did not provide the Manager an opinion or with the negative assurance representation pursuant to letter and, as applicable, the opinion required by this Section 4(l)section, then before the Company instructs delivers the Sales Notice or the Manager to sell Shares pursuant to this Agreementsells any Shares, the Company shall provide deliver the Manager with such opinion or negative assurance representation to letter and, as applicable, the extent opinion required under by this Section 4(l) and not previously deliveredsection. In such event, the date of such Sales Notice shall be deemed a Representation Date.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a (i) the written opinion and a negative assurance letter of Xxxxxx Xxxxxx Rosenman LLP, U.S. counsel to for the Company (“U.S. Company Counsel”) and (ii) the written opinion of Xxxxxxxx XxXxxxx LLP, Canadian counsel for the Company (“Canadian Company Counsel” and, collectively with U.S. Company Counsel, “Company Counsel”), in each case addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement, Company Counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 7(b) or this Section 5(l) 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 Prospectuses as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion opinions (but not with respect to a negative assurance representation) under this Section 4(l5(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 1040-K F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l5(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the The requirement to furnish deliver or cause to be furnished an opinion delivered one or negative assurance representation more opinions under this Section 4(l5(l) shall at the request of the Company be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide or cause to be provided to the Manager an opinion or negative assurance representation pursuant to the opinions contemplated in this Section 4(l5(l), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares Sell shares pursuant to this Agreement, the Company shall provide or cause to be provided the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredopinion(s).

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion or negative assurance representation for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion or negative assurance representation delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance representation shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing; provided, however, that the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, provided, further, that, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredrepresentation.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days after each Representation DateDate for which the Company is obligated to deliver a certification pursuant to Section 4(k) for which no waiver is applicable, unless waived by the each Manager, the Company shall furnish or cause to be furnished forthwith to the Manager Managers and to counsel to the Manager Managers a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager Managers and dated and delivered on within five (5) Trading Days after such Representation Date, in form and substance reasonably satisfactory to the each Manager, including a negative assurance representation. In lieu of delivering such an opinion and/or negative assurance representation for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement, such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion or negative assurance representation delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to and/or a negative assurance representation) representation under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the each Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a (i) the written opinion and a negative assurance letter of Xxxxxx Xxxxxx Rosenman LLP, U.S. counsel to for the Company (“U.S. Company Counsel”) and (ii) the written opinion of MLT Xxxxxx LLP, British Columbia counsel for the Company (“Canadian Company Counsel” and, collectively with U.S. Company Counsel, “Company Counsel”), in each case addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement, including Company Counsel may furnish the Manager with a negative assurance representationletter to the effect that the Manager may rely on a prior opinion delivered under Section 7(b) or this Section 5(l) 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 Prospectuses as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion opinions (but not with respect to a negative assurance representation) under this Section 4(l5(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 1040-K F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l5(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the The requirement to furnish deliver or cause to be furnished an opinion delivered one or negative assurance representation more opinions under this Section 4(l5(l) shall at the request of the Company be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide or cause to be provided to the Manager an opinion or negative assurance representation pursuant to the opinions contemplated in this Section 4(l5(l), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares Sell shares pursuant to this Agreement, the Company shall provide or cause to be provided the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredopinion(s).

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the The requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l4(1) shall at the request of the Company be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation a certificate pursuant to this Section 4(l4(1), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares Sell shares pursuant to this Agreement, the Company shall provide the Manager with such an opinion or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredassurance.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of (i) counsel to the Company (“Company Counsel”) and (ii) local counsel to the Company (“Local Counsel”), each addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including including, solely with respect to Company Counsel, a negative assurance representation. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement Company Counsel or Local Counsel, as applicable, may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) 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 as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) such opinions under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required under this Section 4(l) in connection with a Representation Date, upon which request such deliverable deliverables shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable the deliverables required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoingThe Manager hereby agrees that, the requirement to furnish or cause to be furnished in lieu of delivering an opinion or and/or negative assurance representation under this Section 4(lon any such date, Company Counsel may deliver a reliance letter (“Reliance Letter”) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been previously delivered by the Company or is pending. Notwithstanding the foregoingopinion and/or negative assurance representation, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on stating that such waiver and did not provide the Manager an opinion or and/or negative assurance representation pursuant may continue to this Section 4(l), then before be relied on to the Company instructs same extent as if it were dated the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with date of such Reliance Letter (except that statements in such prior opinion or and/or negative assurance representation shall be deemed to relate to the extent required under this Section 4(l) Registration Statement and not previously deliveredthe Prospectus as amended or supplemented as of the date of the Reliance Letter).

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a (i) the written opinion and a negative assurance letter of Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, U.S. counsel to for the Company (“U.S. Company Counsel”) and (ii) the written opinion of Xxxxxxxx XxXxxxx LLP, Canadian counsel for the Company (“Canadian Company Counsel” and, collectively with U.S. Company Counsel, “Company Counsel”), in each case addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement, Company Counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 7(b) or this Section 5(l) 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 Prospectuses as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion opinions (but not with respect to a negative assurance representationrepresentation of U.S. Company Counsel) under this Section 4(l5(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 1040-K F or Form 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l5(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the The requirement to furnish deliver or cause to be furnished an opinion delivered one or negative assurance representation more opinions under this Section 4(l5(l) shall at the request of the Company be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide or cause to be provided to the Manager an opinion or negative assurance representation pursuant to the opinions contemplated in this Section 4(l5(l), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares Sell shares pursuant to this Agreement, the Company shall provide or cause to be provided the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredopinion(s).

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the The requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall at the request of the Company be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation a certificate pursuant to this Section 4(l), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares Sell shares pursuant to this Agreement, the Company shall provide the Manager with such an opinion or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredassurance.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoingFurther, the requirement to furnish or cause to be furnished an opinion or and a negative assurance representation letter under this Section 4(l) shall be waived for any such Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, provided that, if the Company subsequently decides to sell Shares following any such Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or a negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or and negative assurance representation to the extent required under this Section 4(l) and not previously deliveredletter.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion or negative assurance representation for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement, such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion or negative assurance representation delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance representation shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a (i) the written opinion and a negative assurance letter of Txxxxxxx Pxxxxx Xxxxxxxx Sxxxxxx LLP, U.S. counsel to for the Company (“U.S. Company Counsel”) and (ii) the written opinion of DLA Piper (Canada) LLP, Canadian counsel for the Company (“Canadian Company Counsel” and, collectively with U.S. Company Counsel, “Company Counsel”), in each case addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement, including Company Counsel may furnish the Manager with a negative assurance representationletter to the effect that the Manager may rely on a prior opinion delivered under Section 7(b) or this Section 5(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 Prospectuses as amended or supplemented as of such subsequent Representation Date). The requirement to furnish deliver or cause to be furnished an opinion (but not with respect to a negative assurance representation) delivered one or more opinions under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l5(m) shall be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide or cause to be provided to the Manager an opinion or negative assurance representation pursuant to the opinions contemplated in this Section 4(l5(m), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares pursuant to this Agreement, the Company shall provide or cause to be provided the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredopinion(s).

Bring Down Opinions; Negative Assurance. At On each Representation Date, or within five (5) Trading Days thereafter, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion and negative assurance letter of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, or within five (5) Trading Days thereafter, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representationletter) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or the negative assurance representation under this Section 4(l) shall be letter and, as applicable, the opinion is hereby deemed waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or Sales Notice is pending. Notwithstanding the foregoing, if If the Company subsequently decides to sell Shares following any a Representation Date when the Company relied on such deemed waiver and did not provide deliver to the Manager an opinion or the negative assurance representation pursuant to letter and, as applicable, the opinion required by this Section 4(l)section, then before the Company instructs delivers the Sales Notice or the Manager to sell Shares pursuant to this Agreementsells any Shares, the Company shall provide deliver the Manager with such opinion or negative assurance representation to letter and, as applicable, the extent opinion required under by this Section 4(l) and not previously deliveredsection. In such event, the date of such Sales Notice shall be deemed a Representation Date.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the The requirement to furnish or cause to be furnished an opinion or and/or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or and/or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredopinion.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation DateDate for which the Company is obligated to deliver a certification pursuant to Section 4(k), unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The , provided, however, that the requirement for the Company to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished provide an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction Sales Notice is pending or a suspension is in effect, which waiver shall continue until the earlier to occur of the Manager to sell Shares pursuant to this Agreement has been delivered by date the Company or is pending. delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Sales Notice hereunder and (ii) if the Company subsequently decides to sell Shares following any a Representation Date when the Company relied on such waiver and did not provide the Manager with an opinion or negative assurance representation pursuant to under this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreementsells any Shares, the Company shall provide the Manager with such opinion or negative assurance representation to dated the extent required under this Section 4(l) and not previously delivereddate of the Sales Notice.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for which no waiver is applicable or unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager (i) the written opinion and a negative assurance letter of U.S. counsel for the Company and (ii) the written opinion of Canadian counsel to for the Company (collectively, “Company Counsel”) ), in each case addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager, including a negative assurance representationrepresentation of U.S. counsel for the Company, provided that, in lieu of such opinions and negative assurance representation for subsequent Representation Dates after the initial delivery of the opinions of Company Counsel hereunder, Company Counsel may furnish the Manager with a letter (a “Reliance Letter”) to the effect that the Manager may rely on a prior opinion delivered under this Section 4(l) to the same extent as if it were dated on 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 as of the date of the Reliance Letter). The In addition to any waiver contemplated by Section 4(k), the requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representationrepresentation of United States counsel) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 1020-K F or Form 40-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of United States counsel to the Company and a written opinion of Canada counsel to the Company (collectively, “Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation of United States counsel to the Company, provided that, in lieu of such opinions of Company Counsel and negative assurance representation of United States counsel for subsequent Representation Dates after the initial delivery of the opinions of Company Counsel hereunder, each of United States counsel to the Company and Canada counsel to the Company may furnish the Manager with a letter (a “Reliance Letter”) to the effect that the Manager may rely on a prior opinion of such counsel (or, with respect to United States counsel, a negative assurance representation) delivered under this Section 4(l) to the same extent as if it were dated on the date of such letter (except that statements in such prior opinion or negative assurance representation shall be deemed to relate to the Registration Statement, and the Prospectus, as amended or supplemented as of the date of the Reliance Letter). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representationrepresentation of United States counsel) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 1020-K F or Form 40-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the The requirement to furnish or cause to be furnished an opinion or of the respective counsels and/or a negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or such opinions and negative assurance representation pursuant to this Section 4(l), then before the Company instructs delivers any Sales Notice to the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion dated prior to or negative assurance representation to on the extent required under this Section 4(l) and not previously delivereddate of the Sales Notice.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representationrepresentation provided, however, that if Company Counsel has previously furnished to the Manager such written opinion and negative assurance in the form previously agreed between the Company and the Manager, then Company Counsel may, in respect of any future Representation Date, furnish the Manager with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and, negative assurance of such counsel to the effect that the Manager may rely on the prior opinion and, negative assurance of such counsel delivered pursuant to this Section 4(l) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoingFurther, the requirement to furnish or cause to be furnished an opinion or and a negative assurance representation letter under this Section 4(l) shall be waived for any such Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, provided that, if the Company subsequently decides to sell Shares following any such Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or a negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or and negative assurance representation to the extent required under this Section 4(l) and not previously deliveredletter.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager (i) the written opinion and a negative assurance letter of Kavinoky Cook LLP, U.S. counsel for the Company ("U.S. Company Counsel") and (ii) the written opinion of Xxxxxxxx XxXxxxx LLP, Canadian counsel to for the Company (“"Canadian Company Counsel”) "), in each case addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion opinions (but not with respect to a negative assurance representation) under this Section 4(l5(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus Prospectuses is made or the Company files its Annual Report on Form 1040-K F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l5(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the foregoingcommencement of the offering of the Shares under this Agreement, Company Counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 7(b) or this Section 5(l) 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 Prospectuses as amended or supplemented as of such subsequent Representation Date). The requirement to furnish deliver or cause to be furnished an opinion delivered one or negative assurance representation more opinions under this Section 4(l5(l) shall at the request of the Company be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide or cause to be provided to the Manager an opinion or negative assurance representation pursuant to the opinions contemplated in this Section 4(l5(l), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares Sell shares pursuant to this Agreement, the Company shall provide or cause to be provided the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredopinion(s).

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days after each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the The requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall at the request of the Company be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation a certificate pursuant to this Section 4(l), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares Sell shares pursuant to this Agreement, the Company shall provide the Manager with such an opinion or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredassurance.

Bring Down Opinions; Negative Assurance. At each Representation DateOn or prior to the date the first Sales Notice is given hereunder, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement Thereafter, within three Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for which no waiver is applicable pursuant to Section 4(k), unless waived by the Manager, the Company shall furnish or cause to be furnished an forthwith to the Manager a written opinion (but not with respect of Company Counsel in the form previously agreed between the Company and the Manager, modified as necessary to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment relate to the Registration Statement and the Prospectus as then amended or Prospectus is made or supplemented; provided, however, that if Company Counsel has previously furnished to the Manager such written opinion and negative assurance substantially in the form previously agreed between the Company files its Annual Report on Form 10-K or a material amendment thereto under and the Exchange ActManager, unless then the Manager reasonably requests such deliverable required this Section 4(l) Company Counsel may, in connection with a respect of any future Representation Date, upon which request furnish the Manager with a letter signed by such deliverable shall be deliverable hereunder. Notwithstanding the foregoingcounsel (each, the requirement to furnish or cause to be furnished an a “Reliance Letter”) in lieu of such opinion or and negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction of such counsel to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide effect that the Manager an may rely on the prior opinion or and negative assurance representation of such counsel delivered pursuant to this Section 4(l), then before ) to the Company instructs same extent as if it were dated the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with date of such Reliance Letter (except that statements in such prior opinion or and negative assurance representation shall be deemed to relate to the extent required under this Section 4(l) Registration Statement and not previously deliveredthe Prospectus as amended or supplemented to the date of such Reliance Letter).

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of (i) counsel to the Company (“Company Counsel”) and (ii) local counsel to the Company (“Local Counsel”), each addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including including, solely with respect to Company Counsel, a negative assurance representation. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement Company Counsel or Local Counsel, as applicable, may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) 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 as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) such opinions under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable deliverables shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days after each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of each of Canadian counsel and U.S. counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days after such Representation Date, in form and substance reasonably satisfactory to the Manager, including including, in the case of U.S. Company Counsel, a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause provide opinions pursuant to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at when no Sales Notice is pending or a suspension is in effect, which no instruction waiver shall continue until the earlier to occur of the Manager to sell Shares pursuant to this Agreement has been delivered by date on which the Company or is pending. Notwithstanding delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the foregoing, if next occurring Representation Date on which the Company subsequently decides to sell Shares following any Representation Date when the Company relied files its Annual Report on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.Form 10-K.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation DateDate for which the Company is obligated to deliver a certification pursuant to Section 4(k), unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The , provided, however, that the requirement for the Company to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required under this Section 4(l) in connection with a Representation Date, Date upon which request such deliverable shall be deliverable delivered hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished provide an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by Sales Notice is pending or a suspension is in effect, which waiver shall continue until the Company or is pendingdelivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date). Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any a Representation Date when the Company relied on such waiver and did not provide the Manager with an opinion or and negative assurance representation pursuant to under this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreementsells any Shares, the Company shall provide the Manager with such opinion or and negative assurance representation to dated the extent required under this Section 4(l) and not previously delivereddate of the Sales Notice.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and (with a copy to be provided to counsel to the Manager Manager) a written opinion of counsel to the Company (“Company Counsel”) and a negative assurance representation letter from Company Counsel, in each case addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to and a negative assurance representation) representation letter under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoingFurther, the requirement to furnish or cause to be furnished an opinion or and a negative assurance representation letter under this Section 4(l) shall be waived for any such Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, provided that, if the Company subsequently decides to sell Shares following any such Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or a negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or and negative assurance representation to the extent required under this Section 4(l) and not previously deliveredletter.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the The requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredopinion.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the The requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l4(1) shall at the request of the Company be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation a certificate pursuant to this Section 4(l4(1), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such an opinion or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredassurance.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion opinion(s) of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, of the same tenor as the opinion(s) delivered by Company Counsel pursuant to Section 6(b) of this Agreement and otherwise in form and substance reasonably satisfactory to the Manager, including a negative assurance representationrepresentation and a written opinion of S-3 counsel (if different than Company Counsel) to the Company (“Company S-3 Counsel”) addressed to the Manager and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder; provided that an opinion of Company S-3 Counsel shall not be required under this Section 4(l) unless the Registration Statement or Prospectus shall have been materially amended, excluding the filing of any Incorporated Document. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or a negative assurance representation (or, as applicable, an opinion) under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction Sales Notice is pending or a suspension is in effect, which waiver shall continue until the earlier to occur of the Manager to sell Shares pursuant to this Agreement has been delivered by date the Company or is pending. delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Sales Notice hereunder and (ii) if the Company subsequently decides to sell Shares following any a Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or with a negative assurance representation pursuant to (or, as applicable, an opinion) under this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreementsells any Shares, the Company shall provide the Manager with such opinion or a negative assurance representation to (or, as applicable, an opinion), dated the extent required under this Section 4(l) and not previously delivereddate of the Sales Notice.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the each of Canadian Company (“Counsel and U.S. Company Counsel”) Counsel addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including including, in the case of U.S. Company Counsel, a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus the Prospectuses is made or the Company files its Annual Report on Form 1040-K F or 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause provide opinions pursuant to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at when no Sales Notice is pending or a suspension is in effect, which no instruction waiver shall continue until the earlier to occur of the Manager to sell Shares pursuant to this Agreement has been delivered by date on which the Company or is pending. Notwithstanding delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the foregoing, if next occurring Representation Date on which the Company subsequently decides to sell Shares following any Representation Date when the Company relied files its Annual Report on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.Form 40-F.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a (i) the written opinion and a negative assurance letter of Hxxxx Lovells US LLP, U.S. counsel to for the Company (“U.S. Company Counsel”) and (ii) the written opinion of Bxxxxxx Xxxxx LLP, Canadian counsel for the Company (“Canadian Company Counsel” and, collectively with U.S. Company Counsel, “Company Counsel”), in each case addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager, including from U.S. Company Counsel a negative assurance representation. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement, Company Counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 7(b) or this Section 5(l) 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 Prospectuses as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion opinions (but not with respect to a negative assurance representationrepresentation of U.S. Company Counsel) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 1040-K F or Form 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l5(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the The requirement to furnish deliver or cause to be furnished an opinion delivered one or negative assurance representation more opinions under this Section 4(l5(l) shall at the request of the Company be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide or cause to be provided to the Manager an opinion or negative assurance representation pursuant to the opinions contemplated in this Section 4(l5(l), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares Sell shares pursuant to this Agreement, the Company shall provide or cause to be provided the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredopinion(s).

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion opinions of United States counsel to the Company and Israel counsel to the Company (collectively, “Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representationrepresentation of United States counsel to the Company. The requirement to furnish or cause to be furnished an opinion opinions (but not with respect to a negative assurance representationrepresentation of United States counsel) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the The requirement to furnish or cause to be furnished provide an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction Sales Notice is pending, which waiver shall continue until the earlier to occur of the Manager to sell Shares pursuant to this Agreement has been delivered by date the Company or is pending. delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, (x) the Company shall provide to the Manager with such opinions and negative assurance under this Section 4(l) at the Effective Time and (y) (i) upon the delivery of the first Sales Notice hereunder and (ii) if the Company subsequently decides to sell Shares following any a Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or with opinions and a negative assurance representation pursuant to under this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreementsells any Shares, the Company shall provide the Manager with such opinion or opinions and negative assurance representation to assurance, dated the extent required under this Section 4(l) and not previously delivereddate of the Sales Notice.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion opinions of United States counsel to the Company and Cayman Islands counsel to the Company (collectively, “Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representationrepresentation of United States counsel. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representationrepresentation of United States counsel) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 1020-K F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the The requirement to furnish or cause to be furnished an opinion or the written opinions of Company Counsel and negative assurance representation of United States counsel under this Section 4(l) shall be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion the written opinions of Company Counsel or a negative assurance representation of United States counsel pursuant to this Section 4(l), then before the Company instructs the either Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion opinions or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredrepresentation.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of corporate counsel to the Company (“Company Counsel”) and a written opinion of intellectual property counsel to the Company (“Intellectual Property Counsel”), each addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement, such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) 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 as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable the deliverables required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or the negative assurance representation under this Section 4(l) shall be letter and, as applicable, the opinion is hereby deemed waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or Sales Notice is pending. Notwithstanding the foregoing, if If the Company subsequently decides to sell Shares following any a Representation Date when the Company relied on such deemed waiver and did not provide deliver to the Manager an opinion or the negative assurance representation pursuant to letter and, as applicable, the opinion required by this Section 4(l)section, then before the Company instructs delivers the Sales Notice or the Manager to sell Shares pursuant to this Agreementsells any Shares, the Company shall provide deliver the Manager with such opinion or negative assurance representation to letter and, as applicable, the extent opinion required under by this Section 4(l) and not previously deliveredsection. In such event, the date of such Sales Notice shall be deemed a Representation Date.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished provide an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction Sales Notice is pending or a suspension is in effect, which waiver shall continue until the earlier to occur of the Manager to sell Shares pursuant to this Agreement has been delivered by date the Company or is pending. delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Sales Notice hereunder and (ii) if the Company subsequently decides to sell Shares following any a Representation Date when the Company relied on such waiver and did not provide the Manager with an opinion or negative assurance representation pursuant to under this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreementsells any Shares, the Company shall provide the Manager with such opinion or negative assurance representation to dated the extent required under this Section 4(l) and not previously delivereddate of the Sales Notice.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a (i) the written opinion and a negative assurance letter of Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, U.S. counsel to for the Company (“U.S. Company Counsel”) and (ii) the written opinion of DLA Piper (Canada) LLP, Canadian counsel for the Company (“Canadian Company Counsel” and, collectively with U.S. Company Counsel, “Company Counsel”), in each case addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement, including Company Counsel may furnish the Manager with a negative assurance representationletter to the effect that the Manager may rely on a prior opinion delivered under Section 7(b) or this Section 5(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 Prospectuses as amended or supplemented as of such subsequent Representation Date). The requirement to furnish deliver or cause to be furnished an opinion (but not with respect to a negative assurance representation) delivered one or more opinions under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l5(m) shall be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide or cause to be provided to the Manager an opinion or negative assurance representation pursuant to the opinions contemplated in this Section 4(l5(m), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares pursuant to this Agreement, the Company shall provide or cause to be provided the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously deliveredopinion(s).

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. Unless the Manager requests such an opinion for Representation Dates required, in lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement, such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) 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 as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for which no waiver is applicable or unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager (i) a written opinion of counsel to the Company Bermuda Counsel, (“ii) a written opinion of the Company U.S. Counsel and (iii) a negative assurance letter of the Company U.S. Counsel”) , each addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager; provided that, including a in lieu of such opinions and negative assurance representationrepresentation for subsequent Representation Dates after the initial delivery of the opinions of Company U.S. Counsel and Company Bermuda Counsel hereunder, other than a Representation Date on which the Company files its Annual Report on Form 20-F, each of Company U.S. Counsel and Company Bermuda Counsel may furnish the Manager with a letter (a “Reliance Letter”) to the effect that the Manager may rely on a prior opinion delivered under this Section 4(l) to the same extent as if it were dated on 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 as of the date of the Reliance Letter). The In addition to any waiver contemplated by Section 4(k), the requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representationrepresentation of the Company U.S. Counsel) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 1020-K F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by On or prior to the Managerdate the first Sales Notice is given hereunder, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement Thereafter, at each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for which no waiver is applicable pursuant to Section 4(k), unless waived by the Manager, the Company shall furnish or cause to be furnished an forthwith to the Manager and to counsel to the Manager a written opinion (but not with respect of Company Counsel in the form previously agreed between the Company and the Manager, modified as necessary to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment relate to the Registration Statement and the Prospectus as then amended or Prospectus is made or supplemented; provided, however, that if Company Counsel has previously furnished to the Manager such written opinion and negative assurance substantially in the form previously agreed between the Company files its Annual Report on Form 10-K or a material amendment thereto under and the Exchange ActManager, unless then the Manager reasonably requests such deliverable required this Section 4(l) Company Counsel may, in connection with a respect of any future Representation Date, upon which request furnish the Manager with a letter signed by such deliverable shall be deliverable hereunder. Notwithstanding the foregoingcounsel (each, the requirement to furnish or cause to be furnished an a “Reliance Letter”) in lieu of such opinion or and negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction of such counsel to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide effect that the Manager an may rely on the prior opinion or and negative assurance representation of such counsel delivered pursuant to this Section 4(l), then before ) to the Company instructs same extent as if it were dated the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with date of such Reliance Letter (except that statements in such prior opinion or and negative assurance representation shall be deemed to relate to the extent required under this Section 4(l) Registration Statement and not previously deliveredthe Prospectus as amended or supplemented to the date of such Reliance Letter).