Common use of Legal Opinion Clause in Contracts

Legal Opinion. No later than thirty Trading Days following the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV a written opinion of in house counsel, or other counsel satisfactory to MLV, in form and substance satisfactory to MLV and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV with a letter (a “Reliance Letter”) to the effect that MLV may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Date).

Legal Opinion. No later than thirty On or prior to the First Delivery Date and within three (3) Trading Days following the date of the initial Placement Notice given hereunder, each Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to MLV Xxxxx a written opinion of in house counsel, Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP (“Company Counsel”) or other counsel satisfactory to MLVXxxxx, in form and substance satisfactory to MLV Xxxxx and its counsel, dated the date of that the Representation Dateopinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, provided that the Company shall be required to furnish to MLV Xxxxx no more than one opinion hereunder per calendar quarter; provided provided, further, that in lieu of such opinions opinion for subsequent periodic filings under the Exchange ActRepresentation Dates, counsel may furnish MLV Xxxxx with a letter (a “Reliance Letter”) to the effect that MLV Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the at such Representation Date).

Legal Opinion. No later than thirty Trading Days following On or prior to the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under first Shares are sold pursuant to the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term terms of this AgreementAgreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to MLV a CF&Co (i) the written opinion opinions of in house counselXxxxxxx Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to MLVCF&Co, in form and substance satisfactory to MLV CF&Co and its counsel, dated the date of that the Representation Dateopinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n7(n)(i) and Exhibit 7(n)(ii), and (ii) a written opinion of Xxxxxxx X. Xxxxxxxx, Esq., General Counsel of the Company (“General Counsel”), in form and substance satisfactory to CF&Co and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n)(iii), each such opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, counsel may furnish MLV CF&Co with a letter (a “Reliance Letter”) to the effect that MLV CF&Co may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the at such Representation Date).

Legal Opinion. No later than thirty Trading Days following (i) On or prior to the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this AgreementFirst Delivery Date, the Company shall cause to be furnished to MLV HCW a written opinion and negative assurance letter of in house counselXxxxxx, Xxxxx & Xxxxxxx LLP, and an opinion of Xxxxxx Xxxxx, Esq., Xxxxxx LLP and Potter Xxxxxxxx & Xxxxxxx LLP, each special counsel for the Company with respect to patent and proprietary rights, or other counsel reasonably satisfactory to MLVHCW (“Company Counsel”), in form and substance reasonably satisfactory to MLV HCW and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered and (ii) within the later of (A) five (5) Trading Days of each Representation Date following the First Delivery Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) and (B) the date a Placement Notice is first delivered by the Company following a Representation Date, the Company shall cause to be furnished to HCW a negative assurance letter of Company Counsel in form and substance reasonably satisfactory to HCW and its counsel, dated the date of delivery of such negative assurance letter (the Representation “Opinion Date”), substantially similar to the form attached hereto as Exhibit 7(n)respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions negative assurance letters for subsequent periodic filings under the Exchange ActRepresentation Dates, counsel may furnish MLV HCW with a letter (a “Reliance Letter”) to the effect that MLV HCW may rely on a prior opinion negative assurance letter delivered under this Section 7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the at such Representation Date).

Legal Opinion. No later than thirty Trading Days following On or prior to the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Securities are first sold pursuant to the terms of this Agreement and within two (2) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files an annual report its quarterly reports on Form 10-K under Q) with respect to which the Exchange Act or a quarterly report on Form 10-Q under Company and the Exchange Act during Manager are each obligated to deliver its respective certificate in the term of this Agreementform attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to MLV the Placement Agent a written opinion of in house counseleach of Xxxxxxxx Chance US LLP and Xxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to MLVthe Placement Agent, in form and substance reasonably satisfactory to MLV the Placement Agent and its counsel, dated the date of the Representation Datethat each opinion is required to be delivered, substantially similar to the form forms attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedD; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, counsel may furnish MLV the Placement Agent with a letter (a “Reliance Letter”) to the effect that MLV the Placement Agent may rely on a prior opinion delivered under this Section 7(n7(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 as of the at such Representation Date).

Legal Opinion. No later than thirty Trading Days following On or prior to the date of the initial first Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV a written opinion and letter of in house counselXxxxxx LLP (“Company Counsel”), or such other counsel reasonably satisfactory to MLV, covering opinions and statements substantially in form the forms attached hereto as Exhibits 7(m)(1) and substance satisfactory 7(m)(2). Thereafter within five (5) Trading Days of each Representation Date with respect to MLV and its counsel, dated which the date of the Representation Date, substantially similar Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(l) for which no waiver is applicable, the Company shall cause to be furnished to MLV a letter of Company Counsel, or other counsel reasonably satisfactory to MLV, covering statements substantially in the form attached hereto as Exhibits 7(m)(2), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion letter hereunder per calendar quarterquarter and the Company shall not be required to furnish letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided provided, further, that in lieu of such opinions letters for subsequent periodic filings under the Exchange Act, counsel may furnish MLV with a letter (a “Reliance Letter”) to the effect that MLV may rely on a prior opinion letter delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Datedate of the Reliance Letter).

Legal Opinion. No later than thirty On or prior to the First Delivery Date and within three (3) Trading Days following the date of the initial Placement Notice given hereunder, each Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to MLV Xxxxx (i) a written opinion and “10b-5” negative assurance statement of in house counselXxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to MLVXxxxx, in form and substance satisfactory to MLV Xxxxx and its counsel and (ii) a written opinion of Xxxxxxxxx & Xxxxxxx LLP, as intellectual property counsel for the Company, in such form and substance satisfactory to Xxxxx and its counsel, each such opinion, dated the date of the Representation Datethat such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n)previously agreed to with counsel to Xxxxx in the negotiation of this Agreement, or in such other form reasonably satisfactory to counsel to Xxxxx at the time that each such opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall not be required to furnish any such opinion or statement if the Company does not intend to MLV no more than one opinion hereunder per deliver a Placement Notice in such calendar quarterquarter until such time as the Company delivers its next Placement Notice; provided further, that the Company’s obligation to have Company Counsel furnish a negative assurance statement is conditioned upon counsel to Xxxxx furnishing a negative assurance statement dated as of the same such date; and provided further, however, that in lieu of such opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, counsel may furnish MLV Xxxxx with a letter (a “Reliance Letter”) to the effect that MLV Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the at such Representation Date).

Legal Opinion. No later than thirty ten Trading Days following the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, hereunder and, thereafter, within thirty ten days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV a written opinion of in house counsel, or other counsel satisfactory to MLV, in form and substance satisfactory to MLV and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV with a letter (a “Reliance Letter”) to the effect that MLV may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Date).

Legal Opinion. No later than thirty Trading Days following the On or prior to date of the initial first Placement Notice given hereunder, and within five (5) Trading Days of each Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(n) for which no waiver is applicable, the Company shall cause to be furnished to MLV Xxxxx a written opinion of in house counselXxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP (“Company Counsel”), or other counsel satisfactory to MLVXxxxx, in form and substance satisfactory to MLV Xxxxx and its counsel, dated the date of that the Representation Dateopinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n7(n)(i) and Exhibit 7(n)(ii), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV Xxxxx no more than one opinion hereunder per calendar quarter; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, counsel may furnish MLV Xxxxx with a letter (a “Reliance Letter”) to the effect that MLV Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the at such Representation Date).

Legal Opinion. No later than thirty Trading Days following (1) Prior to the date of the initial first Placement Notice given hereunder, and (2) within five (5) Trading Days of each Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory certificate pursuant to MLV, in a form Section 7(l) for which no waiver is applicable and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each excluding the date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV the Agents (i) a written opinion and negative assurance letter of Txxxxxxx Pxxxxx Xxxxxxxx Sxxxxxx LLP (“Company Counsel”) and (ii) a written opinion of in house counselDLA Piper LLP (US) (“Company IP Counsel”), or in each case other counsel satisfactory to MLVthe Agents, in form and substance reasonably satisfactory to MLV the Agents and its their counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n)previously provided to the Agents and their counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall not be required to furnish any such opinions if the Company does not intend to MLV no more than one opinion hereunder per deliver a Placement Notice in such calendar quarterquarter until such time as the Company delivers its next Placement Notice; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV the Agents with a letter (a “Reliance Letter”) to the effect that MLV the Agents may rely on a prior opinion delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Datedate of the Reliance Letter).

Legal Opinion. No later than thirty Trading Days following (i) On or prior to the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this AgreementFirst Delivery Date, the Company shall cause to be furnished to MLV Cowen a written opinion of in house counselCxxxxx LLP, or other counsel satisfactory to MLVCxxxx (“Company Counsel”), in form and substance reasonably satisfactory to MLV Cowen and its counsel, dated the date that the opinion is required to be delivered, and (ii) within the later of (A) five (5) Trading Days of each Representation Date with respect to which the Representation Date, substantially similar Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n)7(m) for which no waiver is applicable and (B) the date a Placement Notice is first delivered by the Company following such Representation Date, modifiedthe Company shall cause to be furnished to Cowen a negative assurance letter of Company Counsel, as necessaryor other counsel satisfactory to Cowen, in form and substance reasonably satisfactory to relate Cowen and its counsel, dated the date that the opinion is required to the Registration Statement and the Prospectus as then amended or supplementedbe delivered; provided, however, that the Company shall not be required to furnish Cowen any such negative assurance letter if Dxxxx Xxxx & Wxxxxxxx LLP or other counsel satisfactory to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu Cowen (“Cowen Counsel”) does not also concurrently deliver a negative assurance letter to Cowen dated as of such opinions for subsequent periodic filings under the Exchange Actdate, counsel may furnish MLV with a which negative assurance letter (a “Reliance Letter”) of Cowen Counsel shall cover statements substantially similar to the effect that MLV may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date those covered by such negative assurance letter 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 Representation Date)Company Counsel.

Legal Opinion. No later than thirty Trading Days following (1) On or prior to the date of the initial first Placement Notice given hereunder, hereunder and thereafter (2) within five (5) Trading Days of each Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to MLV a written opinion opinions of in house counselLeClairRyan, A Professional Corporation (“Company Counsel”), or other counsel reasonably satisfactory to MLV, in form and substance reasonably satisfactory to MLV and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and with customary assumptions and exceptions; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV with a letter (a “Reliance Letter”) to the effect that MLV may rely on a prior opinion delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Date).date of the Reliance Letter) and, if such Reliance Letter is not delivered within that period, MLV shall have the right to cease making sales of Placement Shares under this Agreement until such time as such Reliance Letter is delivered and MLV shall have agreed to waive the lateness of such delivery..

Legal Opinion. No later than thirty ten Trading Days following the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty ten days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV a written opinion of in house counsel, or other counsel satisfactory to MLV, in form and substance satisfactory to MLV and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV with a letter (a “Reliance Letter”) to the effect that MLV may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Date).

Legal Opinion. No later than thirty Trading Days following On or prior to the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under first Securities are sold pursuant to the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term terms of this Agreement, each time Securities are delivered to UBS Securities as principal on a Settlement Date and within three (3) Trading Days of each Representation Date with respect to which the Company, the Adviser and the Administrator are obligated to deliver a certificate in the form attached hereto as Exhibit D-1 or Exhibit D-2, as applicable, for which no waiver is applicable, the Company shall cause to be furnished to MLV a UBS Securities written opinion opinions of in house counselDechert LLP ("Company Counsel"), or other counsel satisfactory to MLVUBS Securities, in form and substance satisfactory to MLV UBS Securities and its their counsel, dated the date of that the Representation Dateopinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n)E, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, any such counsel may furnish MLV UBS Securities with a letter (a “Reliance Letter”) to the effect that MLV UBS Securities may rely on a prior opinion delivered under this Section 7(n7(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 as of the at such Representation Date).

Legal Opinion. No later than thirty Trading Days following On or prior to the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under first Shares are sold pursuant to the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term terms of this AgreementAgreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to MLV a JMP (i) the written opinion opinions of in house counselHunton & Xxxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to MLVJMP, in form and substance satisfactory to MLV JMP and its counsel, dated the date of that the Representation Dateopinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n7(n)(i) and Exhibit 7(n)(ii), and (ii) the written opinion of Xxxxx Early Xxxxxx Xxxxxxx LLP, counsel for the Manager (“Manager Counsel”), in form and substance satisfactory to JMP and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n)(iii), each such opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, counsel may furnish MLV JMP with a letter (a “Reliance Letter”) to the effect that MLV JMP may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the at such Representation Date).

Legal Opinion. No later than thirty (1) ten (10) Trading Days following after the date of the initial Placement Notice given hereunder, this Agreement and (2) five (5) Trading Days after each Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to MLV a written opinion opinions of in house counsel, or other counsel satisfactory to MLV, Xxxxxx LLP (“Company Counsel”) in form and substance satisfactory to MLV and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and with customary assumptions and exceptions; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarterquarter and the Company shall not be required to furnish an opinion if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV with a letter (a “Reliance Letter”) to the effect that MLV may rely on a prior opinion delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Datedate of the Reliance Letter).

Legal Opinion. No later than thirty Trading Days following On or prior to the date of the initial Placement Notice given hereunderFirst Delivery Date, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, (i) the Company shall cause to be furnished to MLV Xxxxx a written opinion of in house counselXxxxxxx Procter LLP (“Company Counsel”), or other counsel satisfactory to MLVXxxxx, in form and substance satisfactory to MLV Xxxxx and its counsel, dated the date of that the Representation Dateopinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n7(n)(i) and Exhibit 7(n)(ii) and (ii) and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Company Counsel, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n)(ii), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that the Company shall not be required to furnish to MLV no provide more than one opinion hereunder per counsel per calendar quarter; provided and provided, further, that in lieu of such opinions opinion for subsequent periodic filings under the Exchange ActRepresentation Dates, counsel may furnish MLV Xxxxx with a letter (a “Reliance Letter”) to the effect that MLV Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the at such Representation Date).

Legal Opinion. No later than thirty Trading Days following On or prior to the date of the initial first Placement Notice is given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV a Chardan the written opinion opinions and negative assurance of in house counselXxxxxxx X. Xxx, Esq., as issuer’s counsel to the Company, or other counsel reasonably satisfactory to MLV, in form and substance satisfactory to MLV and its counsel, dated the date of the Representation DateChardan (“Company Counsel”), substantially similar in the forms previously agreed between the Company and Chardan. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to Chardan the written opinions and negative assurance of Company Counsel substantially in the form attached hereto as Exhibit 7(n)previously agreed between the Company and Chardan, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if Company Counsel has previously furnished to Chardan such written opinions and negative assurance substantially in the form previously agreed between the Company shall be required to and Chardan, Company Counsel may, in respect of any future Representation Date, furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV Chardan with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that MLV Chardan may rely on a the prior opinion opinions and negative assurance of Company Counsel delivered under pursuant to this Section 7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as to the date of the Representation Datesuch Reliance Letter).

Legal Opinion. No later than thirty On or prior to the First Delivery Date and within three (3) Trading Days following the date of the initial Placement Notice given hereunder, each Bring-Down Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to MLV Cowen a written opinion of in house counselXxxxxxx Procter LLP (collectively with Company IP Counsels (as defined below), “Company Counsel”), or other counsel reasonably satisfactory to MLVCowen, in form and substance satisfactory to MLV Cowen and its counsel, dated the date of that the Representation Dateopinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n7(n)(i) and Exhibit 7(n)(ii), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActBring-Down Dates, counsel may furnish MLV Cowen with a letter (a “Reliance Letter”) to the effect that MLV Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation at such Bring-Down Date).

Legal Opinion. No later than thirty Trading Days following (1) Prior to the date of the initial first Placement Notice given hereunder, and (2) within five (5) Trading Days of each Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory certificate pursuant to MLV, in a form Section 7(l) for which no waiver is applicable and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each excluding the date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV the Agent a written opinion and negative assurance letter of Cxxxxx LLP (“US Company Counsel”) and a written opinion of in house Hxxxxxxxx XX (“Swiss Company Counsel”); and together with US Company Counsel and Swiss Company counsel, “Company Counsel”), or other counsel satisfactory to MLVthe Agent, in form and substance satisfactory to MLV Agent and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n)previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV the Agent with a letter (a “Reliance Letter”) to the effect that MLV the Agent may rely on a prior opinion and/or negative assurance letter delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Datedate of the Reliance Letter); provided, further, the Company shall be required to furnish no more than one written opinion (or Reliance Letter therefrom) and negative assurance letter of US Company Counsel and one written opinion of Swiss Company Counsel (or Reliance Letter therefrom) per each filing of an annual report on Form 20-F or current reports on Form 6-K for quarterly financial statements.

Legal Opinion. No later than thirty Trading Days following On or prior to the date of the initial Placement Notice given hereunderFirst Delivery Date, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, (i) the Company shall cause to be furnished to MLV SVB Leerink a written opinion of in house counselXxxxxxx Procter LLP (“Company Counsel”), or other counsel satisfactory to MLVSVB Leerink, in form and substance satisfactory to MLV SVB Leerink and its counsel, dated the date of that the Representation Dateopinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n7(n)(i) and Exhibit 7(n)(ii) and (ii) and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to SVB Leerink a written opinion of Company Counsel, in form and substance satisfactory to SVB Leerink and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n)(ii), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that the Company shall not be required to furnish to MLV no provide more than one opinion hereunder per counsel per calendar quarter; provided and provided, further, that in lieu of such opinions opinion for subsequent periodic filings under the Exchange ActRepresentation Dates, counsel may furnish MLV SVB Leerink with a letter (a “Reliance Letter”) to the effect that MLV SVB Leerink may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the at such Representation Date).

Legal Opinion. No later than thirty Trading Days following On or prior to the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Securities are first sold pursuant to the terms of this Agreement and within two (2) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files an annual report its quarterly reports on Form 10-K under Q) with respect to which the Exchange Act or a quarterly report on Form 10-Q under Company and the Exchange Act during Manager are each obligated to deliver its respective certificate in the term of this Agreementform attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to MLV the Placement Agent a written opinion of in house counseleach of Cxxxxxxx Chance US LLP and Vxxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to MLVthe Placement Agent, in form and substance reasonably satisfactory to MLV the Placement Agent and its counsel, dated the date of the Representation Datethat each opinion is required to be delivered, substantially similar to the form forms attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedD; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, counsel may furnish MLV the Placement Agent with a letter (a “Reliance Letter”) to the effect that MLV the Placement Agent may rely on a prior opinion delivered under this Section 7(n7(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 as of the at such Representation Date).

Legal Opinion. No later than thirty Trading Days following (1) Prior to the date of the initial first Placement Notice given hereunder, and (2) within five (5) Trading Days of each Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory certificate pursuant to MLV, in a form Section 7(l) for which no waiver is applicable and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each excluding the date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV the Agents a (A) written opinion and negative assurance letter of in house counselXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“Company Counsel”), or other counsel satisfactory to MLVthe Agents, and (B) written opinion of Xxxxxxxx & Xxxxxxxx LLP (“IP Counsel”), intellectual property counsel for the Company, each in form and substance reasonably satisfactory to MLV Agents and its their counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n)previously provided to the Agents and their counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV Agents no more than one Company Counsel opinion and negative assurance letter, and one IP Counsel opinion hereunder per calendar quartereach report on Form 10-Q or Form 10-K that the Company files with the Commission; provided provided, further, that in lieu of such opinions or negative assurance letters for subsequent periodic filings under the Exchange Act, counsel may furnish MLV the Agents with a letter (a “Reliance Letter”) to the effect that MLV the Agents may rely on a prior opinion or negative assurance letter delivered under this Section 7(n7(m) 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 the Representation Datedate of the Reliance Letter).

Legal Opinion. No later than thirty On or prior to the First Delivery Date and within three (3) Trading Days following the date of the initial Placement Notice given hereunder, each Bring-Down Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to MLV Xxxxx (A) a written opinion of in house counselXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“Company Counsel”), or other counsel satisfactory to MLVXxxxx, in form and substance satisfactory to MLV Xxxxx and its counsel, dated the date of that the Representation Dateopinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(npreviously provided to Xxxxx and its counsel, and (B) a written opinion of Xxxxxxxx Xxxxxxxx LLP, company intellectual property counsel (“Company IP Counsel”), modifiedor other counsel satisfactory to Xxxxx, as necessarywith respect to intellectual property matters in form and substance satisfactory to Xxxxx and its counsel, each dated the date that the opinion is required to relate be delivered, substantially similar to the Registration Statement form previously provided to Xxxxx and the Prospectus as then amended or supplementedits counsel; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActBring-Down Dates, counsel may furnish MLV Xxxxx with a letter (a “Reliance Letter”) to the effect that MLV Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation at such Bring-Down Date).

Legal Opinion. No later than thirty On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, and within three (3) Trading Days following of each Representation Date with respect to which the date of Transaction Entities are obligated to deliver a certificate in the initial Placement Notice given hereunderform attached hereto as Exhibit D for which no waiver is applicable, the Company Transaction Entities shall furnish cause to MLV be furnished to Xxxxx Xxxxxxx a written Rule 10b-5 negative assurance letter opinion of in house counselXxxxxxxx Xxxxx LLP, counsel to the Transaction Entities (“Company Counsel”), and Xxxxxxx LLP, special Maryland counsel to the Company (“Maryland Counsel”), or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV a written opinion of in house counsel, or other counsel satisfactory to MLVXxxxx Xxxxxxx, in form and substance satisfactory to MLV Xxxxx Xxxxxxx and its counsel, dated the date of that the Representation Dateopinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n)C-1 and Exhibit C-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, counsel may furnish MLV Xxxxx Xxxxxxx with a letter (a “Reliance Letter”) to the effect that MLV Xxxxx Xxxxxxx may rely on a prior opinion delivered under this Section 7(n7(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 as of the at such Representation Date).

Legal Opinion. No later than thirty On or prior to the First Delivery Date and within three (3) Trading Days following the date of the initial Placement Notice given hereunder, each Bring-Down Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to MLV a written Cowen (i) an opinion and negative assurance letter of Xxxxxx LLP (“Company Counsel”) and (ii) with respect to intellectual property matters, an opinion of FisherBroyles, LLP and an opinion of Xxxxxxxx & Xxxxxxxx LLP (collectively, “Patent Counsel”), or, in house counseleach case, or other counsel satisfactory to MLVCowen, in form and substance satisfactory to MLV Cowen and its counsel, dated the date of the Representation Date, substantially similar that such opinions are required to the form attached hereto as Exhibit 7(n)be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that the Company shall be required to furnish to MLV Cowen no more than one of each such opinion hereunder per calendar quarter, except in the case of a Block Sale or material change to the Company’s financial statements in which Cowen requests such opinions; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActBring-Down Dates, counsel may furnish MLV Cowen with a letter (a “Reliance Letter”) to the effect that MLV Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation at such Bring-Down Date).

Legal Opinion. No later than thirty Trading Days following On or prior to the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under first Designated Units are sold, and within 3 Trading Days after each Representation Date with respect to which the Exchange Act or Trust is obligated to deliver a quarterly report on Form 10-Q under certificate in the Exchange Act during the term of this Agreementform attached hereto as Exhibit A for which no waiver is applicable, the Company Trust shall cause to be furnished to MLV the Underwriters a written opinion of in house counsel, Bxxxxxx Xxxxx LLP (or such other counsel satisfactory determined by the Trust and reasonably acceptable to MLVthe Underwriters), in form counsel to the Trust and substance satisfactory the Corporation (the “Trust Counsel”) and a written opinion of Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP (or such other counsel determined by the Trust and reasonably acceptable to MLV the Underwriters), U.S. counsel to the Trust and its counselthe Corporation (“U.S. Trust Counsel”), dated the date of that the first Designated Units are sold or the Representation Date, as applicable, substantially similar to the form applicable forms attached hereto as Exhibit 7(nExhibits C and D, respectively (for the date that the first Designated Units are sold), and Exhibit E (for subsequent Representation Dates), but modified, as necessary, to relate to the Registration Statement Prospectus and the U.S. Prospectus as then amended and any amendment or supplementedsupplement thereto; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange Actopinion, counsel may furnish MLV the Underwriters with a letter (a “Reliance Letter”) to the effect that MLV the Underwriters may rely on a prior opinion delivered under this Section 7(n) 9.3 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 Statement, the Prospectus and as amended or supplemented as of the at such Representation Date).

Legal Opinion. No later than thirty ten Trading Days following the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, hereunder and, thereafter, within thirty ten days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV Xx Xxxxx a written opinion of in house counselBond & Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to MLVXx Xxxxx, in form and substance satisfactory to MLV Xx Xxxxx and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV Xx Xxxxx no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV Xx Xxxxx with a letter (a “Reliance Letter”) to the effect that MLV Xx Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Date).

Legal Opinion. No Within ten days following the date of this Agreement (but, in no event, later than thirty Trading Days following the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, ) and, thereafter, within thirty ten days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV a written opinion of in house counselXxxxxxx Xxxxx LLP (“Company Counsel”), or other counsel satisfactory to MLV, in form and substance satisfactory to MLV and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV with a letter (a “Reliance Letter”) to the effect that MLV may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Datedate of the Reliance Letter).

Legal Opinion. No later than thirty On or prior to the First Delivery Date and within three (3) Trading Days following the date of the initial Placement Notice given hereunder, each Bring-Down Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to MLV Cowen (i) a written opinion of in house counselXxxxxxx Procter LLP (“Company Counsel”), or other counsel satisfactory to MLV, in form and substance satisfactory to MLV and its counselCowen, dated the date of that the Representation Dateopinion is required to be delivered, in a form substantially similar to the form attached hereto as Exhibit 7(nthat previously provided to Cowen and its counsel and (ii) and a written opinion of Xxxxxx LLP, company intellectual property counsel (“Company IP Counsel”), modifiedor other counsel satisfactory to Cowen, as necessarywith respect to intellectual property matters, each dated the date that the opinion is required to relate be delivered, in a form substantially similar to the Registration Statement that previously provided to Cowen and the Prospectus as then amended or supplementedits counsel; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActBring-Down Dates, counsel may furnish MLV Cowen with a letter (a “Reliance Letter”) to the effect that MLV Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation at such Bring-Down Date).

Legal Opinion. No later than thirty (1) ten (10) Trading Days after the date of this Agreement and (2) five (5) Trading Days after each Representation Date following the date of the initial Placement Notice given hereunder, this Agreement with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to MLV a written opinion opinions of in house counselHart & Trinen LLP ("Company Couxxxx"), or other counsel satisfactory to MLV, in form and substance satisfactory to MLV and its counsel, dated which collectively address the date of the Representation Date, substantially similar to the form attached hereto as legal opinions and negative assurance requests set forth in Exhibit 7(n7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and with customary assumptions and exceptions; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV with a letter (a “"Reliance Letter”") to the effect that MLV may rely on a prior opinion delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Datedate of the Reliance Letter).

Legal Opinion. No later than thirty Trading Days following On or prior to the date of the initial first Placement Notice given hereunder, hereunder and within five (5) Trading Days after each subsequent Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to MLV a written opinion opinions and negative assurance of in house counselLoeb & Loeb LLP (“Company Counsel”), or other counsel reasonably satisfactory to MLV, in form and substance reasonably satisfactory to MLV and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarterquarter and the Company shall not be required to furnish the opinion if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV with a letter (a “Reliance Letter”) to the effect that MLV may rely on a prior opinion delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Datedate of the Reliance Letter).

Legal Opinion. No later than thirty Trading Days following (1) Prior to the date of the initial first Placement Notice given hereunder, and (2) within five (5) Trading Days of each Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory certificate pursuant to MLV, in a form Section 7(l) for which no waiver is applicable and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each excluding the date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV the Agent a written opinion of in house counsel(i) DLA Piper LLP (US) (“Company Counsel”), (ii) Xxxxxxxxx Xxxxxxx, LLP (“Company Nevada Counsel”), (iii) Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP (“Company IP Counsel”) or (iv) other counsel satisfactory to MLVthe Agent, in form and substance satisfactory to MLV Agent and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n)previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV Agent no more than one opinion from each of Company Counsel, Company Nevada Counsel and Company IP Counsel hereunder per calendar quarter; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV the Agent with a letter (a “Reliance Letter”) to the effect that MLV the Agent may rely on a prior opinion delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Datedate of the Reliance Letter).

Legal Opinion. No later than thirty On or prior to the First Delivery Date and within three (3) Trading Days following the date of the initial Placement Notice given hereunder, each Bring-Down Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to MLV Xxxxx a written opinion and negative assurance letter of in house counselXxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to MLVXxxxx, in form and substance reasonably satisfactory to MLV Xxxxx and its counsel, dated the date of that the Representation Date, substantially similar opinion is required to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedbe delivered; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActBring-Down Dates, counsel may furnish MLV Xxxxx with a letter (a “Reliance Letter”) to the effect that MLV Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation at such Bring-Down Date). With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause to be furnished to Xxxxx on the Principal Settlement Date a written opinion and negative assurance letter of Company Counsel, or other counsel reasonably satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the Principal Settlement Date.

Legal Opinion. No later than thirty Trading Days following On or prior to the date of the initial first Placement Notice given hereunder, hereunder and within five (5) Trading Days after each subsequent Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(1) for which no waiver is applicable, the Company shall cause to be furnished to MLV a written opinion opinions and negative assurance of in house counselXxxxxxxxx & Xxxxxxx LLP, Xxxxxx X. Xxxxxx, Vice President, Patent & General Counsel of the Company and Xxxx Xxxxxx, Deputy General Counsel of the Company (collectively, “Company Counsel”), or other counsel reasonably satisfactory to MLV, in form and substance reasonably satisfactory to MLV and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel Company Counsel may furnish MLV with a letter (a “Reliance Letter”) to the effect that MLV may rely on a prior opinion delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Datedate of the Reliance Letter).

Legal Opinion. No later than thirty Trading Days following (1) Prior to the date of the initial first Placement Notice given hereunder, and (2) within five (5) Trading Days of each Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory certificate pursuant to MLV, in a form Section 7(l) for which no waiver is applicable and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each excluding the date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV the Agent a written opinion of in house counselXxxxxx & Xxxxxxx LLP (“Company Counsel”) and a written opinion of Xxxxxxxx Xxxxxxxx LLP (“Intellectual Property Counsel”), or other counsel reasonably satisfactory to MLVthe Agent, in form and substance reasonably satisfactory to MLV Agent and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n)previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV Agent no more than one opinion hereunder per calendar quarterquarter and the written opinion of Company Intellectual Property Counsel shall only be required on or prior to the date on which the first Placement Notice is delivered; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV the Agent with a letter (a “Reliance Letter”) to the effect that MLV the Agent may rely on a prior opinion delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Datedate of the Reliance Letter).

Legal Opinion. No later than thirty Trading Days following (1) On or prior to the date of the initial first Placement Notice given hereunder, hereunder and thereafter (2) within five (5) Trading Days of each Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to MLV a written opinion opinions of in house counselXxxxxx & Xxxxxx LLP, special counsel to the Company, and Xxxxxxx Xxxxxxx & Xxxxxx LLP, counsel to the Company (collectively, “Company Counsel”), or other counsel reasonably satisfactory to MLV, in form and substance reasonably satisfactory to MLV and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and with customary assumptions and exceptions; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder from each counsel per calendar quarter; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV with a letter (a “Reliance Letter”) to the effect that MLV may rely on a prior opinion delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Date)date of the Reliance Letter) and, if such Reliance Letter is not delivered within that period, MLV shall have the right to cease making sales of Placement Shares under this Agreement until such time as such Reliance Letter is delivered and MLV shall have agreed to waive the lateness of such delivery.

Legal Opinion. No later than thirty ten Trading Days following the date of the initial each Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV Xx Xxxxx a written opinion of in house counselXxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP (“Company Counsel”), or other counsel satisfactory to MLVXx Xxxxx, in form and substance satisfactory to MLV Xx Xxxxx and its counsel, dated the date of the Representation DatePlacement Notice, substantially similar to the form attached hereto as Exhibit 7(n7(n)(1)(A) and Exhibit 7(n)(1)(B), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV Xx Xxxxx no more than one opinion hereunder per calendar quarter; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActPlacement Notices, counsel may furnish MLV Xx Xxxxx with a letter (a “Reliance Letter”) to the effect that MLV Xx Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Datedate of the Placement Notice).

Legal Opinion. No later than thirty On or prior to the First Delivery Date and within three (3) Trading Days following the date of the initial Placement Notice given hereunder, each Bring-Down Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to MLV Cxxxx a written opinion of in house counsel, Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP (“Company Counsel”) or other counsel reasonably satisfactory to MLVCxxxx, in form and substance reasonably satisfactory to MLV Cxxxx and its counsel, dated the date of that the Representation Date, substantially similar opinion is required to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedbe delivered; provided, however, the Company shall not be required to furnish any such opinions or statements if the Company does not intend to MLV no more than one opinion hereunder per deliver a Placement Notice in such calendar quarterquarter until such time as the Company delivers its next Placement Notice; provided provider, further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActBring-Down Dates, counsel Company Counsel may furnish MLV Cxxxx with a letter (a “Reliance Letter”) to the effect that MLV Cxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation at such Bring-Down Date).

Legal Opinion. No later than thirty On or prior to the First Delivery Date and within three (3) Trading Days following the date of the initial Placement Notice given hereunder, each Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to MLV Xxxxx Fargo a written opinion of in house counseleither Xxxxxxx Xxxxxxx, LLP or Xxxxx & Xxxxxxxxx LLP, counsel to the Company, and Xxxxxx and Xxxxxx Attorneys PLLC, regulatory counsel for the Company, or other counsel satisfactory to MLVXxxxx Fargo, in form and substance satisfactory to MLV Xxxxx Fargo and its counsel, dated the date of that the Representation Date, substantially similar opinion is required to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedbe delivered; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, counsel such counsels may furnish MLV Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that MLV Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the at such Representation Date); provided further, however, that the obligation of the Company under this Section 7(n) shall be deferred during any suspension period as described in Section 4.

Legal Opinion. No later than thirty Trading Days following On or prior to the date of the initial first Placement Notice given hereunder, hereunder and within five (5) Trading Days after each subsequent Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to MLV a written opinion opinions and negative assurance of in house counselXxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to MLV, in form and substance reasonably satisfactory to MLV and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarterquarter and the Company shall not be required to furnish the opinion if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV with a letter (a “Reliance Letter”) to the effect that MLV may rely on a prior opinion delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Datedate of the Reliance Letter).

Legal Opinion. No later than thirty On or prior to the First Delivery Date and within three (3) Trading Days following the date of the initial Placement Notice given hereunder, each Bring-Down Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to MLV XX Xxxxx (A) a written opinion and negative assurance letter of in house counselDechert LLP (“Company Counsel”), or other counsel satisfactory to MLVXX Xxxxx and (B) a written opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, company intellectual property counsel (“Company IP Counsel”), or other counsel satisfactory to the Cowen, in each case in form and substance satisfactory to MLV XX Xxxxx and its counsel, dated the date of the Representation Date, substantially similar that such opinion is required to the form attached hereto as Exhibit 7(n)be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the that (1) only a negative assurance letter of Company Counsel shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that for subsequent Bring-Down Dates in connection with the filing of a Quarterly Report on Form 10-Q and (2) in lieu of such opinions opinion of Company IP Counsel for subsequent periodic filings under the Exchange ActBring-Down Dates, counsel Company IP Counsel may furnish MLV XX Xxxxx with a letter (a “Reliance Letter”) to the effect that MLV XX Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation at such Bring-Down Date).

Legal Opinion. No later than thirty Trading Days following (i) On or prior to the date of the initial first Placement Notice given hereunder, and (ii) within five (5) Trading Days of each Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory certificate pursuant to MLV, in a form Section 7(l) for which no waiver is applicable and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each excluding the date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV the Agent a written opinion of in house counselXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. (“Company Counsel”), or other counsel satisfactory to MLVthe Agent, in form and substance satisfactory to MLV the Agent and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n)previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and a written negative assurance letter of Company Counsel; provided, however, the Company shall be required to furnish to MLV the Agent no more than one opinion and negative assurance letter from Company Counsel hereunder per calendar quartereach filing of an annual report on Form 10-K or quarterly report on Form 10-Q and the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such period until such time as the Company delivers its next Placement Notice; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV the Agent with a letter (a “Reliance Letter”) to the effect that MLV the Agent may rely on a prior opinion delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Datedate of the Reliance Letter).

Legal Opinion. No later than thirty On or prior to the First Delivery Date and within three (3) Trading Days following the date of the initial Placement Notice given hereunder, each Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to MLV Xxxxx Fargo a written opinion of in house counseleither Xxxxxxx Xxxxxxx, LLP or Xxxxx & Xxxxxxxxx LLP, counsel to the Company, and Xxxxxx and Xxxxxx Attorneys PLLC, regulatory counsel for the Company, or other counsel satisfactory to MLVXxxxx Fargo, in form and substance satisfactory to MLV Xxxxx Fargo and its counsel, dated the date of that the Representation Date, substantially similar opinion is required to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedbe delivered; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, counsel such counsels may furnish MLV Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that MLV Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the at such Representation Date).; provided further, however, that the obligation of the Company under this Section 7(n) shall be deferred during any suspension period as described in Section 4

Legal Opinion. No later than thirty Trading Days following (1) On or prior to the date of the initial first Placement Notice given hereunder, hereunder and thereafter (2) within five (5) Trading Days of each Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to MLV a written opinion opinions of in house counselLeClairRyan, A Professional Corporation (“Company Counsel”), or other counsel reasonably satisfactory to MLV, in form and substance reasonably satisfactory to MLV and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and with customary assumptions and exceptions; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV with a letter (a “Reliance Letter”) to the effect that MLV may rely on a prior opinion delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Date)date of the Reliance Letter) and, if such Reliance Letter is not delivered within that period, MLV shall have the right to cease making sales of Placement Shares under this Agreement until such time as such Reliance Letter is delivered and MLV shall have agreed to waive the lateness of such delivery.

Legal Opinion. No later than thirty Trading Days following (1) Prior to the date of the initial first Placement Notice given hereunder, and (2) within five (5) Trading Days of each Representation Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory certificate pursuant to MLV, in a form Section 7(l) for which no waiver is applicable and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each excluding the date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV the Agent a written opinion of in house counsel(i) DLA Piper LLP (US) (“Company Counsel”), (ii) Gxxxxxxxx Txxxxxx, LLP (“Company Nevada Counsel”), (iii) Kxxxxxxxxx Txxxxxxx & Sxxxxxxx LLP (“Company IP Counsel”) or (iv) other counsel satisfactory to MLVthe Agent, in form and substance satisfactory to MLV Agent and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n)previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV Agent no more than one opinion from each of Company Counsel, Company Nevada Counsel and Company IP Counsel hereunder per calendar quarter; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV the Agent with a letter (a “Reliance Letter”) to the effect that MLV the Agent may rely on a prior opinion delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Datedate of the Reliance Letter).

Legal Opinion. No later than thirty Trading Days following On or prior to the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under first Shares are sold pursuant to the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term terms of this AgreementAgreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to MLV a (i) the written opinion opinions of in house counselHunton & Xxxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to MLV, in form and substance satisfactory to MLV and its counsel, dated the date of that the Representation Dateopinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n7(n)(i) and Exhibit 7(n)(ii), and (ii) the written opinion of the General Counsel to the Company, in form and substance satisfactory to MLV and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n)(iii) each such opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, counsel may furnish MLV with a letter (a “Reliance Letter”) to the effect that MLV may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the at such Representation Date).

Legal Opinion. No later than thirty Trading Days following On or prior to the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under first Shares are sold pursuant to the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term terms of this AgreementAgreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) for which no waiver is applicable, the Company shall cause to be furnished to MLV Xxxxx a written opinion of in house counsel(A) counsel to the Company (“Company Counsel”), or other which counsel is reasonably satisfactory to MLV, in form and substance satisfactory to MLV and its counsel, dated the date of the Representation DateXxxxx, substantially similar to the form attached hereto as Exhibit 7(n)in forms set forth in Exhibits 7(o)(i) and 7(o)(ii) and, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented and (B) counsel to Xxxxx, in form reasonably satisfactory to Xxxxx and related to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, (i) that in lieu of such opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, except as set forth in clause (ii) of this Section 7(o), counsel may furnish MLV Xxxxx with a letter (a “Reliance Letter”) to the effect that MLV Xxxxx may rely on a prior opinion delivered under this Section 7(n7(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 as of the at such Representation Date) and (ii) counsel may not furnish a Reliance Letter to Xxxxx with respect to a prior opinion delivered under this Section 7(o) relating to the matters set forth in paragraph 13 of Exhibit 7(o)(i) or paragraph 3 of Exhibit 7(o)(ii).

Legal Opinion. No Within ten days following the date of this Agreement (but, in no event, later than thirty Trading Days following the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, ) and, thereafter, within thirty ten days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV Xx Xxxxx a written opinion of in house counselXxxxxx Xxxxxxx Xxxxxx Xxxxxxx, or other counsel satisfactory to MLV, LLC (“Company Counsel”) in form and substance satisfactory to MLV Xx Xxxxx and its counsel, dated the date of the Representation Date, substantially similar to the form attached hereto as Exhibit 7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV Xx Xxxxx no more than one opinion hereunder per calendar quarter; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish MLV Xx Xxxxx with a letter (a “Reliance Letter”) to the effect that MLV Xx Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Datedate of the Reliance Letter).

Legal Opinion. No later than thirty five Trading Days following the date of the initial each Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreement, the Company shall cause to be furnished to MLV Xx Xxxxx a written opinion of in house counselFulbright & Xxxxxxxx L.L.P. (“Company Counsel”), or other counsel satisfactory to MLVXx Xxxxx, in form and substance satisfactory to MLV Xx Xxxxx and its counsel, dated the date of the Representation DatePlacement Notice, substantially similar to the form attached hereto as Exhibit 7(n7(n)(1)(A) and Exhibit 7(n)(1)(B), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV Xx Xxxxx no more than one opinion hereunder per calendar quarter; provided provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActPlacement Notices, counsel may furnish MLV Xx Xxxxx with a letter (a “Reliance Letter”) to the effect that MLV Xx Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation Datedate of the Placement Notice).

Legal Opinion. No later than thirty Trading Days following On or prior to the date of the initial Placement Notice given hereunder, the Company shall furnish to MLV a written Rule 10b-5 negative assurance letter of in house counsel, or other counsel satisfactory to MLV, in a form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under first Securities are sold pursuant to the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term terms of this Agreement, each time Securities are delivered to UBS Securities as principal on a Settlement Date and within three (3) Trading Days of each Representation Date with respect to which the Company, the Adviser and the Administrator are obligated to deliver a certificate in the form attached hereto as Exhibit D-1 or Exhibit D-2, as applicable, for which no waiver is applicable, the Company shall cause to be furnished to MLV a UBS Securities written opinion opinions of in house counselDechert LLP (“Company Counsel”), or other counsel satisfactory to MLVUBS Securities, in form and substance satisfactory to MLV UBS Securities and its their counsel, dated the date of that the Representation Dateopinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n)E, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActRepresentation Dates, any such counsel may furnish MLV UBS Securities with a letter (a “Reliance Letter”) to the effect that MLV UBS Securities may rely on a prior opinion delivered under this Section 7(n7(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 as of the at such Representation Date).

Legal Opinion. No later than thirty On or prior to the First Delivery Date and within three (3) Trading Days following the date of the initial Placement Notice given hereunder, each Bring-Down Date with respect to which the Company shall furnish is obligated to MLV deliver a written Rule 10b-5 negative assurance letter of certificate in house counsel, or other counsel satisfactory to MLV, in a the form and substance satisfactory to MLV and its counsel, and, thereafter, within thirty days following each date that the Company files an annual report on Form 10-K under the Exchange Act or a quarterly report on Form 10-Q under the Exchange Act during the term of this Agreementattached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to MLV Xxxxx (A) a written opinion of in house counselXxxxxxx Procter LLP, company counsel (“Company Counsel”), or other counsel satisfactory to MLVXxxxx, in form and substance satisfactory to MLV Xxxxx and its counsel, each dated the date of that the Representation Dateopinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n7(n)(i) and Exhibit 7(n)(ii), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented and (B) and a written opinion of Xxxxxxx Xxxxxxx LLP, company intellectual property counsel (“Company IP Counsel”), or other counsel satisfactory to the Xxxxx, with respect to intellectual property matters in form and substance satisfactory to Xxxxx and its counsel, each dated the date that the opinion is required to be delivered, substantially similar the form previously provided to Xxxxx and its counsel; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent periodic filings under the Exchange ActBring-Down Dates, counsel may furnish MLV Xxxxx with a letter (a “Reliance Letter”) to the effect that MLV Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the Representation at such Bring-Down Date).