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 or deemed waived, 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 (“US Company Counsel”) and United Kingdom counsel to the Company (“UK 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 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.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager or deemed waivedManager, 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 (“US Company Counsel”) Australian Counsel and United Kingdom counsel to the Company U.S. Counsel (collectively, the “UK 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 the Company U.S. Counsel. 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 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.

Bring Down Opinions; Negative Assurance. At Within three (3) Trading Days after each Representation Date, unless waived by the Manager or deemed waivedManager, 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 (“US Company Counsel”) and United Kingdom Canadian counsel to the Company (collectively, “UK 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 representationrepresentation from 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 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 2010-F 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.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager or deemed waivedManager, 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 (“US Company Counsel”) and United Kingdom Xxxxxxxx Islands counsel to the Company (“UK collectively, "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 representationrepresentation from 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 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 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.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager or deemed waivedManager, 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 (“US Company Counsel”) and United Kingdom British Virgin Islands counsel to the Company (collectively, “UK Company Counsel”) ), including a negative assurance representation of United States 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 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 20-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.

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) for which no waiver is applicable, unless waived by the Manager or deemed waivedManager, 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 (“US Company Counsel”) and United Kingdom counsel to the Company (“UK 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 2010-F 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.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager or deemed waivedManager, 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 intellectual property opinion of intellectual property counsel to the Company (collectively, “US Company Counsel”) and United Kingdom counsel to the Company (“UK 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 2010-F 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.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager or deemed waivedManager, 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 outside counsel and special Nevada outside counsel to the Company (collectively, “US Company Counsel”) and United Kingdom counsel to the Company (“UK Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance substantially similar to the opinion delivered by Company Counsel pursuant to Section 6(b) and 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 automatically 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 2010-F 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.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager or deemed waivedManager, 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 (i) counsel to the Company (“US Company Counsel”) and United Kingdom (ii) local counsel to the Company in the British Virgin Islands (“UK 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, in the case of Company Counsel, a negative assurance representation. The requirement to furnish or cause to be furnished an opinion such opinions (but not with respect to a negative assurance representationrepresentation obligation) 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 2010-F 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.