Common use of Conditions to the Sales Agent’s Obligations Clause in Contracts

Conditions to the Sales Agent’s Obligations. The obligations of the Applicable Sales Agent with respect to a Placement as provided herein shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Adviser set forth, respectively, in Sections 1 and 2 (the “Representations and Warranties”) hereof, and in the certificate of any officer of the Company delivered pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions: (a) The Registration Statement and all post-effective amendments thereto, including any filing under Rule 462(b), shall have become effective; any request of the Commission for additional information (to be included in the Registration Statement or otherwise) shall have been disclosed to the Sales Agents and complied with to its reasonable satisfaction; no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be contemplated or threatened by the Commission; and no injunction, restraining order or order of any nature by a federal or state court of competent jurisdiction shall have been issued which would prevent (i) all sales of Placement Securities issued pursuant to all prior Placement Notices and (ii) the sale of all Placement Securities contemplated to be issued by any Placement Notice. (b) Unless waived by the Applicable Sales Agent, the Applicable Sales Agent shall have received, as required to be delivered pursuant to Section 8(z) on or before the date on which delivery of the opinions and negative assurance letters, as applicable, is required pursuant to Section 8(z), (i) such opinions and negative assurance letter, addressed to such Applicable Sales Agent, of Company Counsel, or other counsel satisfactory to the such Applicable Sales Agent, in form and substance reasonably satisfactory to the Applicable Sales Agent and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D, and (ii) such opinions, addressed to such Applicable Sales Agent, of Sales Agents Counsel, or other counsel satisfactory to such Applicable Sales Agent, in form and substance reasonably satisfactory to the Applicable Sales Agent and their counsel, dated the date that the opinion is required to be delivered. (c) The Applicable Sales Agent shall have received the Comfort Letter required to be delivered pursuant to Section 8(aa) on or before the date on which delivery is required pursuant to Section 8(aa) hereof, addressed, and in form and substance reasonably satisfactory, to the Applicable Sales Agent. (d) None of the following events shall have occurred and be continuing: (i) the receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) The Applicable Sales Agent shall not have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that, in the Applicable Sales Agent’s reasonable opinion, is material, or omits to state a fact that in the Applicable Sales Agent’s opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading. (f) Except as contemplated in the Prospectus or disclosed in the Company’s reports filed with the Commission, there shall not have occurred any event giving rise to a Company Material Adverse Effect, whether or not arising in the ordinary course of business. (g) The Applicable Sales Agent shall have received the certificates required to be delivered pursuant to Section 8(x) on or before the date on which delivery of such certificates is required pursuant to Section 8(x). (h) On each date on which the Company is required to deliver a certificate pursuant to Section 8(x), counsel for the Applicable Sales Agent shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, contained in this Agreement. (i) The Placement Securities shall either have been (i) approved for listing on the New York Stock Exchange, subject only to notice of issuance, or (ii) the Company shall have filed an application for listing of the Placement Securities on the New York Stock Exchange at, or prior to, the issuance of any Placement Notice. (j) Trading in the Common Stock shall not have been suspended on the New York Stock Exchange. (k) All filings with the Commission required to be made under the 1933 Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing under the 1933 Act. If any condition specified in this Section 9 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Sales Agents by notice to the Company, and such termination shall be without liability of any party to any other party except as provided in Section 7 hereof and except that, in the case of any termination of this Agreement, Sections 1, 2, 10, 11, 13, 14, 15, 16, 18 and 19 hereof shall survive such termination and remain in full force and effect. (l) Each of the Company and the Adviser shall have furnished to the Sales Agents such further certificates and documents as the Sales Agents may reasonably require for the purpose of enabling the Sales Agents to pass upon the issuance and sale of the Securities as herein contemplated. If any of the conditions hereinabove provided for in this Section 9 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Sales Agents hereunder may be terminated by the Sales Agents by notifying the Company of such termination in writing. In such event, the Company and the Sales Agents shall not be under any obligation to each other.

Conditions to the Sales Agent’s Obligations. The obligations of the Applicable Sales Agent with respect to a Placement as provided herein shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Adviser set forth, respectively, in Sections 1 and 2 (the “Representations and Warranties”) hereof, and in the certificate of any officer of the Company delivered pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions: (a) The Registration Statement and all post-effective amendments thereto, including any filing under Rule 462(b), shall have become effective; any request of the Commission for additional information (to be included in the Registration Statement or otherwise) shall have been disclosed to the Sales Agents and complied with to its reasonable satisfaction; no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be contemplated or threatened by the Commission; and no injunction, restraining order or order of any nature by a federal or state court of competent jurisdiction shall have been issued which would prevent (i) all sales of Placement Securities issued pursuant to all prior Placement Notices and (ii) the sale of all Placement Securities contemplated to be issued by any Placement Notice. (b) Unless waived by the Applicable Sales Agent, the Applicable Sales Agent shall have received, as required to be delivered pursuant to Section 8(z) on or before the date on which delivery of the opinions and negative assurance letters, as applicable, is required pursuant to Section 8(z), (i) such opinions and negative assurance letter, addressed to such Applicable Sales Agent, of Company Counsel, or other counsel satisfactory to the such Applicable Sales Agent, in form and substance reasonably satisfactory to the Applicable Sales Agent and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D, and (ii) such opinions, addressed to such Applicable Sales Agent, of Sales Agents Agents’ Counsel, or other counsel satisfactory to such Applicable Sales Agent, in form and substance reasonably satisfactory to the Applicable Sales Agent and their counsel, dated the date that the opinion is required to be delivered. (c) The Applicable Sales Agent shall have received the Comfort Letter required to be delivered pursuant to Section 8(aa) on or before the date on which delivery is required pursuant to Section 8(aa) hereof, addressed, and in form and substance reasonably satisfactory, to the Applicable Sales Agent. (d) None of the following events shall have occurred and be continuing: (i) the receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) The Applicable Sales Agent shall not have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that, in the Applicable Sales Agent’s reasonable opinion, is material, or omits to state a fact that in the Applicable Sales Agent’s opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading. (f) Except as contemplated in the Prospectus or disclosed in the Company’s reports filed with the Commission, there shall not have occurred any event giving rise to a Company Material Adverse Effect, whether or not arising in the ordinary course of business. (g) The Applicable Sales Agent shall have received the certificates required to be delivered pursuant to Section 8(x) on or before the date on which delivery of such certificates is required pursuant to Section 8(x). (h) On each date on which the Company is required to deliver a certificate pursuant to Section 8(x), counsel for the Applicable Sales Agent shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, contained in this Agreement. (i) The Placement Securities shall either have been (i) approved for listing on the New York Stock Exchange, subject only to notice of issuance, or (ii) the Company shall have filed an application for listing of the Placement Securities on the New York Stock Exchange at, or prior to, the issuance of any Placement Notice. (j) Trading in the Common Stock shall not have been suspended on the New York Stock Exchange. (k) All filings with the Commission required to be made under the 1933 Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing under the 1933 Act. If any condition specified in this Section 9 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Sales Agents by notice to the Company, and such termination shall be without liability of any party to any other party except as provided in Section 7 hereof and except that, in the case of any termination of this Agreement, Sections 1, 2, 10, 11, 13, 14, 15, 16, 18 and 19 hereof shall survive such termination and remain in full force and effect. (l) Each of the Company and the Adviser shall have furnished to the Sales Agents such further certificates and documents as the Sales Agents may reasonably require for the purpose of enabling the Sales Agents to pass upon the issuance and sale of the Securities as herein contemplated. If any of the conditions hereinabove provided for in this Section 9 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Sales Agents hereunder may be terminated by the Sales Agents by notifying the Company of such termination in writing. In such event, the Company and the Sales Agents shall not be under any obligation to each other.

Conditions to the Sales Agent’s Obligations. The obligations of the Applicable Sales Agent with respect to a Placement as provided herein shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Adviser set forth, respectively, in Sections 1 and 2 (the “Representations and Warranties”) hereof, and in the certificate of any officer of the Company delivered pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions: (a) The Registration Statement and all post-effective amendments thereto, including any filing under Rule 462(b), shall have become effective; any request of the Commission for additional information (to be included in the Registration Statement or otherwise) shall have been disclosed to the Sales Agents and complied with to its reasonable satisfaction; no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be contemplated or threatened by the Commission; and no injunction, restraining order or order of any nature by a federal or state court of competent jurisdiction shall have been issued which would prevent (i) all sales of Placement Securities issued pursuant to all prior Placement Notices and (ii) the sale of all Placement Securities contemplated to be issued by any Placement Notice. (b) Unless waived by the Applicable Sales Agent, the Applicable Sales Agent shall have received, as required to be delivered pursuant to Section 8(z) on or before the date on which delivery of the opinions and negative assurance letters, as applicable, is required pursuant to Section 8(z), (i) such opinions and negative assurance letter, addressed to such Applicable Sales Agent, of Company Counsel, or other counsel satisfactory to the such Applicable Sales Agent, in form and substance reasonably satisfactory to the Applicable Sales Agent and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D, and (ii) such opinions, addressed to such Applicable Sales Agent, of Sales Agents Counsel, or other counsel satisfactory to such Applicable Sales Agent, in form and substance reasonably satisfactory to the Applicable Sales Agent and their counsel, dated the date that the opinion is required to be delivered. (c) The Applicable Sales Agent shall have received the Comfort Letter required to be delivered pursuant to Section 8(aa) on or before the date on which delivery is required pursuant to Section 8(aa) hereof, addressed, and in form and substance reasonably satisfactory, to the Applicable Sales Agent. (d) None of the following events shall have occurred and be continuing: (i) the receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) The Applicable Sales Agent shall not have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that, in the Applicable Sales Agent’s reasonable opinion, is material, or omits to state a fact that in the Applicable Sales Agent’s opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading. (f) Except as contemplated in the Prospectus or disclosed in the Company’s reports filed with the Commission, there shall not have occurred any event giving rise to a Company Material Adverse Effect, whether or not arising in the ordinary course of business. (g) The Applicable Sales Agent shall have received the certificates required to be delivered pursuant to Section 8(x) on or before the date on which delivery of such certificates is required pursuant to Section 8(x). (h) On each date on which the Company is required to deliver a certificate pursuant to Section 8(x), counsel for the Applicable Sales Agent shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, contained in this Agreement. (i) The Placement Securities shall either have been (i) approved for listing on the New York Stock Exchange, subject only to notice of issuance, or (ii) the Company shall have filed an application for listing of the Placement Securities on the New York Stock Exchange at, or prior to, the issuance of any Placement Notice. (j) Trading in the Common Stock Securities shall not have been suspended on the New York Stock Exchange. (k) All filings with the Commission required to be made under the 1933 Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing under the 1933 Act. If any condition specified in this Section 9 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Sales Agents by notice to the Company, and such termination shall be without liability of any party to any other party except as provided in Section 7 hereof and except that, in the case of any termination of this Agreement, Sections 1, 2, 10, 11, 13, 14, 15, 16, 18 and 19 hereof shall survive such termination and remain in full force and effect. (l) Each of the Company and the Adviser shall have furnished to the Sales Agents such further certificates and documents as the Sales Agents may reasonably require for the purpose of enabling the Sales Agents to pass upon the issuance and sale of the Securities as herein contemplated. If any of the conditions hereinabove provided for in this Section 9 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Sales Agents hereunder may be terminated by the Sales Agents by notifying the Company of such termination in writing. In such event, the Company and the Sales Agents shall not be under any obligation to each other.

Conditions to the Sales Agent’s Obligations. The obligations of the Applicable Sales Agent Agents hereunder with respect to a Placement as provided herein shall will be subject to the continuing accuracy and completeness of the representations and warranties on the part of made by the Company and the Adviser set forth, respectively, in Sections 1 and 2 (the “Representations and Warranties”) hereof, herein and in the certificate of any officer of the Company delivered pursuant to the provisions hereofapplicable Placement Notices, to the timely due performance by the Company of its covenants and other obligations hereunder, to the completion by the Sales Agents of a due diligence review satisfactory to the Sales Agents in their reasonable judgment, and to each the continuing satisfaction (or waiver by the Sales Agents in their sole discretion) of the following additional conditions: (a) The Registration Statement and all post-effective amendments thereto, including any filing under Rule 462(b), shall have become effective; any request of the Commission for additional information (to be included in the Registration Statement or otherwise) shall have been disclosed to the Sales Agents effective and complied with to its reasonable satisfaction; no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be contemplated or threatened by available for the Commission; and no injunction, restraining order or order resale of any nature by a federal or state court of competent jurisdiction shall have been issued which would prevent (i) all sales of Placement Securities Shares issued pursuant to all prior Placement Notices Placements and not yet sold by the Sales Agents and (ii) the sale of all Placement Securities Shares contemplated to be issued by any the Placement NoticeNotice relating to such Placement. (b) Unless waived by the Applicable Sales Agent, the Applicable Sales Agent shall have received, as required to be delivered pursuant to Section 8(z) on or before the date on which delivery of the opinions and negative assurance letters, as applicable, is required pursuant to Section 8(z), (i) such opinions and negative assurance letter, addressed to such Applicable Sales Agent, of Company Counsel, or other counsel satisfactory to the such Applicable Sales Agent, in form and substance reasonably satisfactory to the Applicable Sales Agent and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D, and (ii) such opinions, addressed to such Applicable Sales Agent, of Sales Agents Counsel, or other counsel satisfactory to such Applicable Sales Agent, in form and substance reasonably satisfactory to the Applicable Sales Agent and their counsel, dated the date that the opinion is required to be delivered. (c) The Applicable Sales Agent shall have received the Comfort Letter required to be delivered pursuant to Section 8(aa) on or before the date on which delivery is required pursuant to Section 8(aa) hereof, addressed, and in form and substance reasonably satisfactory, to the Applicable Sales Agent. (d) None of the following events shall have occurred and be continuing: : (i) the receipt by the Company of any request for additional information from the Commission or any other federal or state governmental governmental, administrative or self regulatory authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; ; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; ; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Securities Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement Statement, related prospectus or the Prospectus documents so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading andmisleading, and that in the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (ec) The Applicable Sales Agent Agents shall not have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that, that in the Applicable Sales Agent’s reasonable opinion, Agents' opinion is material, or omits to state a fact that in the Applicable Sales Agent’s Agents' opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading. (fd) Except as contemplated and appropriately disclosed in the Prospectus Prospectus, or disclosed in the Company’s 's reports filed with the Commission, in each case at the time the applicable Placement Notice is delivered, there shall not have occurred been any event giving rise to material change, on a consolidated basis, in the authorized capital stock of the Company and its Subsidiaries, or any Material Adverse Effect, whether or not arising any development that may reasonably be expected to cause a Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Company's securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company's securities, the effect of which, in the ordinary course sole judgment of businessthe Sales Agents (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus. (ge) The Applicable Sales Agent Agents shall have received the certificates opinions of Company Counsel required to be delivered pursuant Section 7(o) on or before the date on which such delivery of such opinion is required pursuant to Section 7(o). (f) The Sales Agents shall have received the opinion of Special Counsel required to be delivered pursuant to Section 8(x7(o) on or before the date on which such delivery of such opinion is required pursuant to Section 7(o). (g) The Sales Agents shall have received the Comfort Letter required to be delivered pursuant Section 7(p) on or before the date on which such delivery of such letter is required pursuant to Section 7(p). (h) The Sales Agents shall have received the certificate required to be delivered pursuant to Section 7(n) on or before the date on which delivery of such certificates certificate is required pursuant to Section 8(x7(n). (hi) The Shares shall have been duly listed, subject to notice of issuance, on the Exchange, and trading in the Common Stock shall not have been suspended on such market. (j) On each date on which the Company is required to deliver a certificate pursuant to Section 8(x7(n), counsel for the Applicable Sales Agent shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, contained in this Agreement. (i) The Placement Securities shall either have been (i) approved for listing on the New York Stock Exchange, subject only to notice of issuance, or (ii) the Company shall have filed an application for listing of the Placement Securities on the New York Stock Exchange at, or prior to, the issuance of any Placement Notice. (j) Trading in the Common Stock shall not have been suspended on the New York Stock Exchange. (k) All filings with the Commission required to be made under the 1933 Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing under the 1933 Act. If any condition specified in this Section 9 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Sales Agents by notice to the Company, and such termination shall be without liability of any party to any other party except as provided in Section 7 hereof and except that, in the case of any termination of this Agreement, Sections 1, 2, 10, 11, 13, 14, 15, 16, 18 and 19 hereof shall survive such termination and remain in full force and effect. (l) Each of the Company and the Adviser shall have furnished to the Sales Agents such appropriate further certificates information, certificates, opinions and documents as the Sales Agents may reasonably require for request. All such opinions, certificates, letters and other documents will be in compliance with the purpose provisions hereof. The Company will furnish the Sales Agents with such conformed copies of enabling such opinions, certificates, letters and other documents as the Sales Agents shall reasonably request. (k) There shall not have occurred any event that would permit the Sales Agents to pass upon the issuance and sale of the Securities as herein contemplated. If any of the conditions hereinabove provided for in this Section 9 shall not have been fulfilled when and as required by terminate this Agreement pursuant to be fulfilled, the obligations of the Sales Agents hereunder may be terminated by the Sales Agents by notifying the Company of such termination in writing. In such event, the Company and the Sales Agents shall not be under any obligation to each otherSection 12(a).