Common use of Company Counsel Legal Opinions Clause in Contracts

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Manager written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the Manager, in form and substance reasonably satisfactory to the Manager and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 and Exhibit E-3, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such 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 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms Upon execution of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicableDate, the Company shall cause to be furnished to the Manager written opinions Sales Agent, dated as of Xxxxxx & Xxxxxxx LLP such date and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory addressed to the ManagerSales Agent, in form and substance reasonably satisfactory to the Manager Sales Agent, acting reasonably, the written opinion and its counsel(with respect to U.S. counsel only) a negative assurance letter, dated of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the date that Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the opinion is required to be deliveredCompany, substantially similar to the forms attached hereto in either case, modified as Exhibit E-1, Exhibit E-2 and Exhibit E-3, modified, as necessary, necessary to relate to the Registration Statement and the Prospectus Prospectuses as then amended or supplemented; providedsupplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), howeveror, that in lieu of such opinions for subsequent Representation Datesopinions, any counsel last furnishing such counsel opinion to the Sales Agent may furnish the Manager Sales Agent with a letter (a “Reliance Letter”) to the effect that the Manager Sales Agent may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or supplemented at Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. In rendering Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such opinionswaiver, such counsel may relythen before the Company delivers the Agency Transaction Notice or Terms Agreement, as to matters of fact (but not as to legal conclusions)applicable, to or the extent they deem properSales Agent sells any Shares, on certificates of responsible officers the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawNotice.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Rxxxxxx Jxxxx as principal on a Settlement Date and (ii) within three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E for which no waiver is applicable, the Company shall cause to be furnished to Rxxxxxx Jxxxx the Manager written favorable opinions of Xxxxxx Mxxxxxxx & Xxxxxxx LLP and Xxxxxxx Fxxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the Manager, in form and substance reasonably satisfactory to the Manager Rxxxxxx Jxxxx and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager with to Rxxxxxx Jxxxx a letter (a “Reliance Letter”) to the effect that the Manager may Rxxxxxx Jxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxxxx Xxxxx written opinions of Xxxxxx DLA Piper LLP (US) and Xxxxx & Xxxxxxx LLP and Xxxxxxx LLP Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Manager Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Manager may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Subject to Section 7(o) above, (i) On on or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxxxx Xxxxx written opinions of Xxxxxx Xxxxx & Xxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Manager Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Manager may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as (i) state that its opinion is limited to matters governed by the Federal laws of fact the United States of America and the States of Delaware, Maryland and New York; (but not as to legal conclusions)ii) in respect of matters of fact, to the extent they deem proper, on rely upon certificates of responsible officers of the Transaction Entities Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxxxx Xxxxx and public officials. In addition, Xxxxxx & Xxxxxxx LLP, it are justified in rendering relying upon such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawcertificates.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxx Fargo Securities written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxx Fargo Securities, in form and substance reasonably satisfactory to the Manager Xxxxx Fargo Securities and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 and Exhibit E-3, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager Xxxxx Fargo Securities with a letter (a “Reliance Letter”) to the effect that the Manager Xxxxx Fargo Securities may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxx Fargo written opinions of Xxxxxx Hunton & Xxxxxxx Xxxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxx Fargo, in form and substance reasonably satisfactory to the Manager Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1X-0, Exhibit E-2 Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit E-3D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that the Manager Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Subject to Section 7(o) above, (i) On or prior to on the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E for which no waiver is applicable, the Company shall cause to be furnished to the Manager KeyBanc written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx Xxxxx Lovells US LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerKeyBanc, in form and substance reasonably satisfactory to the Manager KeyBanc and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager KeyBanc with a letter (a “Reliance Letter”) to the effect that the Manager KeyBanc may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as (i) state that its opinion is limited to matters governed by the Federal laws of fact the United States of America and the States of Delaware, Maryland and New York; (but not as to legal conclusions)ii) in respect of matters of fact, to the extent they deem proper, on rely upon certificates of responsible officers of the Transaction Entities Company or its subsidiaries, provided that such counsel shall state that it believes that both KeyBanc and public officials. In addition, Xxxxxx & Xxxxxxx LLP, it are justified in rendering relying upon such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawcertificates.

Company Counsel Legal Opinions. Subject to Section 7(o) above, (i) On or prior to on the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E (for which there is no waiver is applicablein effect), the Company shall cause to be furnished to the Manager JPMorgan written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx Xxxxx Lovells US LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerJPMorgan, in form and substance reasonably satisfactory to the Manager JPMorgan and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager JPMorgan with a letter (a “Reliance Letter”) to the effect that the Manager JPMorgan may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as (i) state that its opinion is limited to matters governed by the Federal laws of fact the United States of America and the States of Delaware, Maryland and New York; (but not as to legal conclusions)ii) in respect of matters of fact, to the extent they deem proper, on rely upon certificates of responsible officers of the Transaction Entities Company or its subsidiaries, provided that such counsel shall state that it believes that both JPMorgan and public officials. In addition, Xxxxxx & Xxxxxxx LLP, it are justified in rendering relying upon such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawcertificates.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxxxx Xxxxx written opinions of Xxxxxx Hunton & Xxxxxxx Xxxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Manager Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1X-0, Exhibit E-2 Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit E-3D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Manager may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Subject to Section 7(o) above, (i) On or prior to on the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three two (32) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E (for which there is no waiver is applicablein effect), the Company shall cause to be furnished to the Manager Agents written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx Hxxxx Lovells US LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerAgents, in form and substance reasonably satisfactory to the Manager Agents and its counselcounsel for the Agents, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager Agents with a letter (a “Reliance Letter”) to the effect that the Manager Agents may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as (i) state that its opinion is limited to matters governed by the Federal laws of fact the United States of America and the States of Delaware, Maryland and New York; (but not as to legal conclusions)ii) in respect of matters of fact, to the extent they deem proper, on rely upon certificates of responsible officers of the Transaction Entities Company or its subsidiaries, provided that such counsel shall state that it believes that both the Agents and public officials. In addition, Xxxxxx & Xxxxxxx LLP, it are justified in rendering relying upon such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawcertificates.

Company Counsel Legal Opinions. (i) On or prior to the date that the first of this Agreement, each time Securities are sold pursuant delivered to the terms of this Agreement MLV as principal on a Settlement Date, promptly and (ii) within in no event later than three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless MLV agrees otherwise, the Company shall cause to be furnished to the Manager MLV written opinions of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP and Xxxxxxx DLA Piper LLP (US) (collectively, “Company Counsel”), or other counsel satisfactory to the Manager, in form and substance reasonably satisfactory to the Manager and its counselMLV, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager MLV with a letter (a “Reliance Letter”) to the effect that the Manager MLV may rely on a prior opinion delivered under this Section 7(p7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Subject to Section 7(o) above, (i) On or prior to on the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E (for which there is no waiver is applicablein effect), the Company shall cause to be furnished to the Manager Xxxxxxx Xxxxx written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx Xxxxx Lovells US LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Manager Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Manager may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as (i) state that its opinion is limited to matters governed by the Federal laws of fact the United States of America and the States of Delaware, Maryland and New York; (but not as to legal conclusions)ii) in respect of matters of fact, to the extent they deem proper, on rely upon certificates of responsible officers of the Transaction Entities Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxxxx Xxxxx and public officials. In addition, Xxxxxx & Xxxxxxx LLP, it are justified in rendering relying upon such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawcertificates.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxxxx Xxxxx written opinions of Xxxxxx Hunton & Xxxxxxx Xxxxxxxx LLP and Xxxxxxx LLP Xxxxx & Vidovic, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Manager Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1D-1, Exhibit E-2 D-2 and Exhibit E-3D-3, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Manager may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Subject to Section 7(o) above, (i) On or prior to on the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E (for which there is no waiver is applicablein effect), the Company shall cause to be furnished to the Manager Citigroup written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx Xxxxx Lovells US LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerCitigroup, in form and substance reasonably satisfactory to the Manager Citigroup and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager Citigroup with a letter (a “Reliance Letter”) to the effect that the Manager Citigroup may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as (i) state that its opinion is limited to matters governed by the Federal laws of fact the United States of America and the States of Delaware, Maryland and New York; (but not as to legal conclusions)ii) in respect of matters of fact, to the extent they deem proper, on rely upon certificates of responsible officers of the Transaction Entities Company or its subsidiaries, provided that such counsel shall state that it believes that both Citigroup and public officials. In addition, Xxxxxx & Xxxxxxx LLP, it are justified in rendering relying upon such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawcertificates.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxxxx Xxxxx written opinions of Xxxxxx DLA Piper LLP (US) and Xxxxx & Xxxxxxx LLP and Xxxxxxx LLP Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Manager Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Manager Xxxxxxx Xxxxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Subject to Section 7(o) above, (i) On or prior to on the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxxxx written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx Xxxxx Lovells US LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxxxx, in form and substance reasonably satisfactory to the Manager Xxxxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager xxxxxxx Xxxxxxx with a letter (a “Reliance Letter”) to the effect that the Manager Xxxxxxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as (i) state that its opinion is limited to matters governed by the Federal laws of fact the United States of America and the States of Delaware, Maryland and New York; (but not as to legal conclusions)ii) in respect of matters of fact, to the extent they deem proper, on rely upon certificates of responsible officers of the Transaction Entities Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxxxx and public officials. In addition, Xxxxxx & Xxxxxxx LLP, it are justified in rendering relying upon such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawcertificates.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate substantially in the form attached hereto as Exhibit F E for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxx Fargo written opinions of Xxxxxx Hunton & Xxxxxxx Xxxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxx Fargo, in form and substance reasonably satisfactory to the Manager Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1X-0, Exhibit E-2 Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit E-3D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that the Manager Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Subject to Section 7(o) above, (i) On or prior to on the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E for which no waiver is applicable, the Company shall cause to be furnished to the Manager Citigroup written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx Xxxxx Lovells US LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerCitigroup, in form and substance reasonably satisfactory to the Manager Citigroup and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager Citigroup with a letter (a “Reliance Letter”) to the effect that the Manager Citigroup may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as (i) state that its opinion is limited to matters governed by the Federal laws of fact the United States of America and the States of Delaware, Maryland and New York; (but not as to legal conclusions)ii) in respect of matters of fact, to the extent they deem proper, on rely upon certificates of responsible officers of the Transaction Entities Company or its subsidiaries, provided that such counsel shall state that it believes that both Citigroup and public officials. In addition, Xxxxxx & Xxxxxxx LLP, it are justified in rendering relying upon such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawcertificates.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxx Fargo written opinions of Xxxxxx Hunton & Xxxxxxx Xxxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxx Fargo, in form and substance reasonably satisfactory to the Manager Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1X-0, Exhibit E-2 Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit E-3D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that the Manager Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Subject to Section 7(o) above, (i) On or prior to on the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxxxx Xxxxx written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx Xxxxx Lovells US LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Manager Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Manager may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as (i) state that its opinion is limited to matters governed by the Federal laws of fact the United States of America and the States of Delaware, Maryland and New York; (but not as to legal conclusions)ii) in respect of matters of fact, to the extent they deem proper, on rely upon certificates of responsible officers of the Transaction Entities Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxxxx Xxxxx and public officials. In addition, Xxxxxx & Xxxxxxx LLP, it are justified in rendering relying upon such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawcertificates.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxxxx Xxxxx written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Manager Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 and Exhibit E-3, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Manager may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. (i) On or prior to the date that the first of this Agreement, each time Securities are sold pursuant delivered to the terms of this Agreement KeyBanc as principal on a Settlement Date, promptly and (ii) within in no event later than three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless KeyBanc agrees otherwise, the Company shall cause to be furnished to the Manager KeyBanc written opinions of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP and Xxxxxxx DLA Piper LLP (US) (collectively, “Company Counsel”), or other counsel satisfactory to the Manager, in form and substance reasonably satisfactory to the Manager and its counselKeyBanc, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager KeyBanc with a letter (a “Reliance Letter”) to the effect that the Manager KeyBanc may rely on a prior opinion delivered under this Section 7(p7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Manager UBS Securities written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerUBS Securities, in form and substance reasonably satisfactory to the Manager UBS Securities and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 and Exhibit E-3, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager UBS Securities with a letter (a “Reliance Letter”) to the effect that the Manager UBS Securities may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate substantially in the form attached hereto as Exhibit F E for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxxxx Xxxxx written opinions of Xxxxxx Hunton & Xxxxxxx Xxxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Manager Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1X-0, Exhibit E-2 Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit E-3D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Manager Xxxxxxx Xxxxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxx Fargo written opinions of Xxxxxx DLA Piper LLP (US) and Xxxxx & Xxxxxxx LLP and Xxxxxxx LLP Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxx Fargo, in form and substance reasonably satisfactory to the Manager Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that the Manager Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Subject to Section 7(o) above, (i) On or prior to on the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxx written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx Xxxxx Lovells US LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxx, in form and substance reasonably satisfactory to the Manager Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager Xxxxx with a letter (a “Reliance Letter”) to the effect that the Manager Xxxxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as (i) state that its opinion is limited to matters governed by the Federal laws of fact the United States of America and the States of Delaware, Maryland and New York; (but not as to legal conclusions)ii) in respect of matters of fact, to the extent they deem proper, on rely upon certificates of responsible officers of the Transaction Entities Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxx and public officials. In addition, Xxxxxx & Xxxxxxx LLP, it are justified in rendering relying upon such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawcertificates.

Company Counsel Legal Opinions. Subject to Section 7(o) above, (i) On or prior to on the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E (for which there is no waiver is applicablein effect), the Company shall cause to be furnished to the Manager Xxxxx written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx Xxxxx Lovells US LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxx, in form and substance reasonably satisfactory to the Manager Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager Xxxxx with a letter (a “Reliance Letter”) to the effect that the Manager Xxxxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as (i) state that its opinion is limited to matters governed by the Federal laws of fact the United States of America and the States of Delaware, Maryland and New York; (but not as to legal conclusions)ii) in respect of matters of fact, to the extent they deem proper, on rely upon certificates of responsible officers of the Transaction Entities Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxx and public officials. In addition, Xxxxxx & Xxxxxxx LLP, it are justified in rendering relying upon such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawcertificates.

Company Counsel Legal Opinions. Subject to Section 7(o) above, (i) On or prior to on the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E (for which there is no waiver is applicablein effect), the Company shall cause to be furnished to the Manager KeyBanc written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx Xxxxx Lovells US LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerKeyBanc, in form and substance reasonably satisfactory to the Manager KeyBanc and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager KeyBanc with a letter (a “Reliance Letter”) to the effect that the Manager KeyBanc may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as (i) state that its opinion is limited to matters governed by the Federal laws of fact the United States of America and the States of Delaware, Maryland and New York; (but not as to legal conclusions)ii) in respect of matters of fact, to the extent they deem proper, on rely upon certificates of responsible officers of the Transaction Entities Company or its subsidiaries, provided that such counsel shall state that it believes that both KeyBanc and public officials. In addition, Xxxxxx & Xxxxxxx LLP, it are justified in rendering relying upon such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawcertificates.

Company Counsel Legal Opinions. Subject to Section 7(o) above, (i) On or prior to on the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F E (for which there is no waiver is applicablein effect), the Company shall cause to be furnished to the Manager Xxxxxxx written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx Xxxxx Lovells US LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxxxx, in form and substance reasonably satisfactory to the Manager Xxxxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 D-1 and Exhibit E-3D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager xxxxxxx Xxxxxxx with a letter (a “Reliance Letter”) to the effect that the Manager Xxxxxxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as (i) state that its opinion is limited to matters governed by the Federal laws of fact the United States of America and the States of Delaware, Maryland and New York; (but not as to legal conclusions)ii) in respect of matters of fact, to the extent they deem proper, on rely upon certificates of responsible officers of the Transaction Entities Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxxxx and public officials. In addition, Xxxxxx & Xxxxxxx LLP, it are justified in rendering relying upon such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawcertificates.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxxxx Xxxxx written opinions of Xxxxxx Hunton & Xxxxxxx Xxxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Manager Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1X-0, Exhibit E-2 Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit E-3D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Manager may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate substantially in the form attached hereto as Exhibit F E for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxxxx Xxxxx written opinions of Xxxxxx Hunton & Xxxxxxx Xxxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Manager Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1X-0, Exhibit E-2 Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit E-3D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Manager may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxxxx Xxxxx written opinions of Xxxxxx Hunton & Xxxxxxx Xxxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Manager Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1X-0, Exhibit E-2 Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit E-3D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Manager Xxxxxxx Xxxxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Placement Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F under Section 7(q) for which no waiver is applicable, the Company shall cause to be furnished to the Manager written opinions Sales Agents, dated as of Xxxxxx & Xxxxxxx LLP such date and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory addressed to the ManagerSales Agents, in form and substance reasonably satisfactory to the Manager and its Sales Agents, the written opinions of Jaffe, Raitt, Heuer & Xxxxx, P.C., counsel for the Company, Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, a Professional Corporation, the Company’s special Maryland counsel, dated and Xxxx Xxxxx, LLP, the date that the opinion is required to be deliveredCompany’s special New York counsel, substantially similar to the forms attached hereto as set forth in Exhibit E-1A, Exhibit E-2 B and Exhibit E-3C hereto, modifiedrespectively, but modified as necessary, necessary to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in and supplemented to the time of delivery of such opinions. In lieu of delivering such opinions an opinion for dates subsequent Representation Dates, any to the commencement of the offering of the Placement Securities under this Agreement each such counsel may furnish the Manager Sales Agents with a letter (a “Reliance Letter”) to the effect that the Manager Sales Agents may rely on a the prior opinion opinions delivered under this Section 7(p7(r) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Datesubsequent date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Manager Xxxxxxx Xxxxx written opinions of Xxxxxx Hunton & Xxxxxxx Xxxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the ManagerXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Manager Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1X-0, Exhibit E-2 Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit E-3D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Manager Xxxxxxx Xxxxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.