Common use of Company Counsel Legal Opinions Clause in Contracts

Company Counsel Legal Opinions. Upon commencement of the offering of Securities to be sold pursuant to the terms of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, within three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent written opinions of Xxxxx Lovells US LLP ( “Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit E, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, each time Securities are delivered to an Agent Rxxxxxx Jxxxx as principal on a Settlement Date, Date and within three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent written Rxxxxxx Jxxxx the favorable opinions of Xxxxx Lovells US Mxxxxxxx & Fxxxxxxx LLP ( (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance reasonably satisfactory to the Agent Rxxxxxx Jxxxx and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent with to Rxxxxxx Jxxxx a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent may Rxxxxxx Jxxxx xxx rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, Agreement and each time Securities are delivered to an Agent Xxxxxxx Xxxxx as principal on a Settlement Date, within as promptly as possible and in no event later than three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxxxx Xxxxx written opinions of DLA Piper LLP (US) and Xxxxx Lovells US LLP ( & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to the AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Agent Xxxxxxx Xxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of (i) On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, Agreement and (ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D F for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent UBS Securities written opinions of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP ( and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the AgentUBS Securities, in form and substance reasonably satisfactory to the Agent UBS Securities and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit EE-1, Exhibit E-2 and Exhibit E-3, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent UBS Securities with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent UBS Securities may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Upon commencement of On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, Agreement and each time Securities are delivered to an Agent Xxxxx Fargo as principal on a Settlement Date, within as promptly as possible and in no event later than three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxx Fargo written opinions of DLA Piper LLP (US) and Xxxxx Lovells US LLP ( & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to the AgentXxxxx Fargo, in form and substance satisfactory to the Agent Xxxxx Fargo and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent Xxxxx Fargo with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of Subject to Section 7(o) above, (i) on the offering of Securities to be sold pursuant to the terms date of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, Agreement and (ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxx written opinions of Xxxxx Lovells US LLP ( (“Company Counsel”), or other counsel satisfactory to the AgentXxxxx, in form and substance reasonably satisfactory to the Agent Xxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent Xxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Xxxxx may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxx and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. Upon commencement of On the offering of Securities to be sold pursuant to the terms date of this Agreement, each time Securities are delivered to an Agent MLV as principal on a Settlement Date, within promptly and in no event later than three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless MLV agrees otherwise, the Company shall cause to be furnished to an Agent MLV written opinions of Xxxxx Lovells Andrews Kxxxx XXX xxx Hogan Lovxxxx US LLP ( (collectively, “Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counselMLV, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent MLV with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent MLV may rely on a prior opinion delivered under this Section 7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, Agreement and each time Securities are delivered to an Agent Xxxxxxx Xxxxx as principal on a Settlement Date, within as promptly as possible and in no event later than three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit D E and Exhibit F for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxxxx Xxxxx written opinions of Xxxxx Lovells US Hunton & Xxxxxxxx LLP ( and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Agent Xxxxxxx Xxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit EX-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, Agreement and each time Securities are delivered to an Agent Xxxxxxx Xxxxx as principal on a Settlement Date, within as promptly as possible and in no event later than three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate substantially in the form attached hereto as Exhibit D E for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxxxx Xxxxx written opinions of Xxxxx Lovells US Hunton & Xxxxxxxx LLP ( and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Agent Xxxxxxx Xxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit EX-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, Agreement and each time Securities are delivered to an Agent Xxxxx Fargo as principal on a Settlement Date, within as promptly as possible and in no event later than three Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit D E and Exhibit F for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxx Fargo written opinions of Xxxxx Lovells US Hunton & Xxxxxxxx LLP ( and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the AgentXxxxx Fargo, in form and substance satisfactory to the Agent Xxxxx Fargo and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit EX-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent Xxxxx Fargo with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of the offering of Securities to be sold pursuant to the terms of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, within three Within five Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effectDate, the Company shall cause to be furnished to an Agent written opinions BMOCM, dated as of Xxxxx Lovells US LLP ( “Company Counsel”), or other counsel satisfactory such date and addressed to the AgentBMOCM, in form and substance satisfactory to BMOCM, (i) the Agent and its counselwritten opinion of K&L Gates LLP, dated the date that the opinions are required or other counsel reasonably satisfactory to be deliveredBMOCM, substantially similar as described in subsection (d) of Section 4, to the forms attached effect set forth in Exhibit C hereto but modified as Exhibit E, modified, as necessary, necessary to relate to the Registration Statement and the Prospectus as then amended or supplementedand supplemented to the time of delivery of such opinion and (ii) the written opinion of Xxxxx X. Xxxxxx, General Counsel of the Company, as described in subsection (d) of Section 4, to the effect set forth in Exhibit D hereto but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; provided, however, that in the Company shall not be required to furnish to BMOCM more than one opinion per calendar quarter from outside counsel to the Company. In lieu of delivering such opinions for dates subsequent Representation Dates, any to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Agent BMOCM with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent BMOCM may rely on a prior opinion delivered under this Section 7(osubsection (t) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Datesubsequent date).

Company Counsel Legal Opinions. Upon commencement of On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, Agreement and each time Securities are delivered to an Agent Xxxxxxx Xxxxx as principal on a Settlement Date, within as promptly as possible and in no event later than three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit D E and Exhibit F for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxxxx Xxxxx written opinions of Xxxxx Lovells US Hunton & Xxxxxxxx LLP ( and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Agent Xxxxxxx Xxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit EX-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Xxxxxxx Xxxxx may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of Subject to Section 7(o) above, (i) on the offering of Securities to be sold pursuant to the terms date of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, Agreement and (ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E (for which there is no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect), the Company shall cause to be furnished to an Agent Xxxxxxx Xxxxx written opinions of Xxxxx Lovells US LLP ( (“Company Counsel”), or other counsel satisfactory to the AgentXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Agent Xxxxxxx Xxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxxxx Xxxxx and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. Upon commencement of On or prior to the offering of date that the first Placement Securities to be are sold pursuant to the terms of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, Agreement and within three Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D under Section 7(q) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent written opinions the Sales Agents, dated as of Xxxxx Lovells US LLP ( “Company Counsel”), or other counsel satisfactory such date and addressed to the AgentSales Agents, in form and substance reasonably satisfactory to the Agent and its Sales Agents, the written opinions of Jaffe, Raitt, Heuer & Xxxxx, P.C., counsel for the Company, Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, a Professional Corporation, the Company’s special Maryland counsel, dated and Xxxx Xxxxx, LLP, the date that the opinions are required to be deliveredCompany’s special New York counsel, substantially similar to the forms attached hereto set forth in Exhibit A, Exhibit B and Exhibit C hereto, respectively, but modified as Exhibit E, modified, as necessary, necessary to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in and supplemented to the time of delivery of such opinions. In lieu of delivering such opinions an opinion for dates subsequent Representation Dates, any to the commencement of the offering of the Placement Securities under this Agreement each such counsel may furnish the Agent Sales Agents with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Sales Agents may rely on a the prior opinion opinions delivered under this Section 7(o7(r) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Datesubsequent date).

Company Counsel Legal Opinions. Upon commencement of On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, Agreement and each time Securities are delivered to an Agent Xxxxxxx Xxxxx as principal on a Settlement Date, within as promptly as possible and in no event later than three Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit D E and Exhibit F for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxxxx Xxxxx written opinions of Xxxxx Lovells US Hunton & Xxxxxxxx LLP ( and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Agent Xxxxxxx Xxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit EX-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Xxxxxxx Xxxxx may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of Subject to Section 7(o) above, (i) on the offering of Securities to be sold pursuant to the terms date of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, Agreement and (ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxxxx written opinions of Xxxxx Lovells US LLP ( (“Company Counsel”), or other counsel satisfactory to the AgentXxxxxxx, in form and substance reasonably satisfactory to the Agent Xxxxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent xxxxxxx Xxxxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Xxxxxxx may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxxxx and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. Upon commencement of Subject to Section 7(o) above, (i) on the offering of Securities to be sold pursuant to the terms date of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, Agreement and (ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E (for which there is no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect), the Company shall cause to be furnished to an Agent Xxxxxxx written opinions of Xxxxx Lovells US LLP ( (“Company Counsel”), or other counsel satisfactory to the AgentXxxxxxx, in form and substance reasonably satisfactory to the Agent Xxxxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent xxxxxxx Xxxxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Xxxxxxx may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxxxx and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. Upon commencement of On the offering of Securities to be sold pursuant to the terms date of this Agreement, each time Securities are delivered to an Agent Xxxxx Fargo as principal on a Settlement Date, within promptly and in no event later than three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless Xxxxx Fargo agrees otherwise, the Company shall cause to be furnished to an Agent Xxxxx Fargo written opinions of Xxxxx Lovells US Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP ( and DLA Piper LLP (US) (collectively, “Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counselXxxxx Fargo, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent Xxxxx Fargo with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of Subject to Section 7(o) above, (i) on the offering of Securities to be sold pursuant to the terms date of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, Agreement and (ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E (for which there is no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect), the Company shall cause to be furnished to an Agent Xxxxx written opinions of Xxxxx Lovells US LLP ( (“Company Counsel”), or other counsel satisfactory to the AgentXxxxx, in form and substance reasonably satisfactory to the Agent Xxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent Xxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Xxxxx may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxx and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. Upon commencement of Subject to Section 7(o) above, (i) on the offering of Securities to be sold pursuant to the terms date of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, Agreement and (ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E (for which there is no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect), the Company shall cause to be furnished to an Agent KeyBanc written opinions of Xxxxx Lovells US LLP ( (“Company Counsel”), or other counsel satisfactory to the AgentKeyBanc, in form and substance reasonably satisfactory to the Agent KeyBanc and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent KeyBanc with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent KeyBanc may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both KeyBanc and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. Upon commencement of On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, Agreement and each time Securities are delivered to an Agent Xxxxxxx Xxxxx as principal on a Settlement Date, within as promptly as possible and in no event later than three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxxxx Xxxxx written opinions of Hunton & Xxxxxxxx LLP and Xxxxx Lovells US LLP ( & Vidovic, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to the AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Agent Xxxxxxx Xxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1, Exhibit D-2 and Exhibit D-3, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of On the offering of Securities to be sold pursuant to the terms date of this Agreement, each time Securities are delivered to an Agent Xxxxxxx Xxxxx as principal on a Settlement Date, within promptly and in no event later than three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless Xxxxxxx Xxxxx agrees otherwise, the Company shall cause to be furnished to an Agent Xxxxxxx Xxxxx written opinions of Xxxxx Lovells US Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP ( and DLA Piper LLP (US) (collectively, “Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counselXxxxxxx Xxxxx, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Xxxxxxx Xxxxx may rely on a prior opinion delivered under this Section 7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, Agreement and each time Securities are delivered to an Agent Xxxxx Fargo as principal on a Settlement Date, within as promptly as possible and in no event later than three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate substantially in the form attached hereto as Exhibit D E for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxx Fargo written opinions of Xxxxx Lovells US Hunton & Xxxxxxxx LLP ( and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the AgentXxxxx Fargo, in form and substance satisfactory to the Agent Xxxxx Fargo and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit EX-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent Xxxxx Fargo with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, Agreement and each time Securities are delivered to an Agent Xxxxxxx Xxxxx as principal on a Settlement Date, within as promptly as possible and in no event later than three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate substantially in the form attached hereto as Exhibit D E for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxxxx Xxxxx written opinions of Xxxxx Lovells US Hunton & Xxxxxxxx LLP ( and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Agent Xxxxxxx Xxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit EX-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Xxxxxxx Xxxxx may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, Agreement and each time Securities are delivered to an Agent Xxxxxxx Xxxxx as principal on a Settlement Date, within as promptly as possible and in no event later than three Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit D E and Exhibit F for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxxxx Xxxxx written opinions of Xxxxx Lovells US Hunton & Xxxxxxxx LLP ( and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Agent Xxxxxxx Xxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit EX-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of (i) On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, Agreement and (ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D F for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxx Fargo Securities written opinions of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP ( and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the AgentXxxxx Fargo Securities, in form and substance reasonably satisfactory to the Agent Xxxxx Fargo Securities and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit EE-1, Exhibit E-2 and Exhibit E-3, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent Xxxxx Fargo Securities with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Xxxxx Fargo Securities may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Upon commencement of On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, Agreement and each time Securities are delivered to an Agent Xxxxx Fargo as principal on a Settlement Date, within as promptly as possible and in no event later than three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit D E and Exhibit F for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxx Fargo written opinions of Xxxxx Lovells US Hunton & Xxxxxxxx LLP ( and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the AgentXxxxx Fargo, in form and substance satisfactory to the Agent Xxxxx Fargo and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit EX-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent Xxxxx Fargo with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, Agreement each time Securities are delivered to an Agent as principal on a Settlement Date, within three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent written opinions of Xxxxx Lovells US LLP ( “Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit E, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of Subject to Section 7(o) above, (i) on the offering of Securities to be sold pursuant to the terms date of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, Agreement and (ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E (for which there is no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect), the Company shall cause to be furnished to an Agent Citigroup written opinions of Xxxxx Lovells US LLP ( (“Company Counsel”), or other counsel satisfactory to the AgentCitigroup, in form and substance reasonably satisfactory to the Agent Citigroup and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent Citigroup with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Citigroup may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Citigroup and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. Upon commencement of On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, Agreement and each time Securities are delivered to an Agent Xxxxxxx Xxxxx as principal on a Settlement Date, within as promptly as possible and in no event later than three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxxxx Xxxxx written opinions of DLA Piper LLP (US) and Xxxxx Lovells US LLP ( & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to the AgentXxxxxxx Xxxxx, in form and substance satisfactory to the Agent Xxxxxxx Xxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Xxxxxxx Xxxxx may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of On the offering of Securities to be sold pursuant to the terms date of this Agreement, each time Securities are delivered to an Agent MLV as principal on a Settlement Date, within promptly and in no event later than three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless MLV agrees otherwise, the Company shall cause to be furnished to an Agent MLV written opinions of Xxxxx Lovells US Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP ( and DLA Piper LLP (US) (collectively, “Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counselMLV, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent MLV with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent MLV may rely on a prior opinion delivered under this Section 7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of Subject to Section 7(o) above, (i) on the offering of Securities to be sold pursuant to the terms date of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, Agreement and (ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent KeyBanc written opinions of Xxxxx Lovells US LLP ( (“Company Counsel”), or other counsel satisfactory to the AgentKeyBanc, in form and substance reasonably satisfactory to the Agent KeyBanc and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent KeyBanc with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent KeyBanc may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both KeyBanc and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. Upon commencement of Subject to Section 7(o) above, (i) on the offering of Securities to be sold pursuant to the terms date of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, Agreement and (ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E (for which there is no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect), the Company shall cause to be furnished to an Agent JPMorgan written opinions of Xxxxx Lovells US LLP ( (“Company Counsel”), or other counsel satisfactory to the AgentJPMorgan, in form and substance reasonably satisfactory to the Agent JPMorgan and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent JPMorgan with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent JPMorgan may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both JPMorgan and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. Upon commencement of Subject to Section 7(o) above, (i) on or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, Agreement and (ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxxxx Xxxxx written opinions of Xxxxx Lovells US & Xxxxxxx LLP ( (“Company Counsel”), or other counsel satisfactory to the AgentXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Agent Xxxxxxx Xxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxxxx Xxxxx and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. Upon commencement of Subject to Section 7(o) above, (i) on the offering of Securities to be sold pursuant to the terms date of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, Agreement and (ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Citigroup written opinions of Xxxxx Lovells US LLP ( (“Company Counsel”), or other counsel satisfactory to the AgentCitigroup, in form and substance reasonably satisfactory to the Agent Citigroup and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent Citigroup with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent Citigroup may rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Citigroup and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. Upon commencement of (i) On or prior to the offering of date that the first Securities to be are sold pursuant to the terms of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, Agreement and (ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D F for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxxxx Xxxxx written opinions of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP ( and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the AgentXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Agent Xxxxxxx Xxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit EE-1, Exhibit E-2 and Exhibit E-3, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Upon commencement of On the offering of Securities to be sold pursuant to the terms date of this Agreement, each time Securities are delivered to an Agent KeyBanc as principal on a Settlement Date, within promptly and in no event later than three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless KeyBanc agrees otherwise, the Company shall cause to be furnished to an Agent KeyBanc written opinions of Xxxxx Lovells US Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP ( and DLA Piper LLP (US) (collectively, “Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counselKeyBanc, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent KeyBanc with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent KeyBanc may rely on a prior opinion delivered under this Section 7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. Upon commencement of Subject to Section 7(o) above, (i) on the offering of Securities to be sold pursuant to the terms date of this Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date, Agreement and (ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D E for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to an Agent Xxxxxxx Xxxxx written opinions of Xxxxx Lovells US LLP ( (“Company Counsel”), or other counsel satisfactory to the AgentXxxxxxx Xxxxx, in form and substance reasonably satisfactory to the Agent Xxxxxxx Xxxxx and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit ED-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Agent xxxxxxx Xxxxxxx Xxxxx with a letter (a “Company Counsel Reliance Letter”) to the effect that the Agent may Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(o7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxxxx Xxxxx and it are justified in relying upon such certificates.