Common use of Representation Dates; Certificate Clause in Contracts

Representation Dates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act (including any Annual Report on Form 10-K/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a Current Report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Current Report on Form 8-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior On or prior to the date of the first Placement Notice and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means ​ of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act (including any Annual Report on Form 10-K/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a Current Report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Current Report on Form 8-K is material) with a certificate dated the Representation Date, in the form and substance reasonably satisfactory to the Agent Agents and its their counsel, substantially similar to the form previously provided to the Agent Agents and its their counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation DateDate for which the requirement to provide a certificate under this Section 7(l) is not waived pursuant to the terms hereof. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells Agents sell any Placement Shares pursuant to such instructions, the Company shall provide the Agent Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act (including any Annual Report on Form 10-K/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange ActAct (including any Form 10-Q/A containing amended financial information or a material amendment to the previously filed Form 10-Q); or (iv) files a Current Report current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Current Report on Form 8-K 8‑K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent Agents and its their counsel, substantially similar to the form previously provided to the Agent Agents and its their counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect and did not provide the Agent Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells Agents sell any Placement Shares pursuant to such instructions, the Company shall provide the Agent Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior On or prior to the date of the first Placement Notice and (2) following the delivery of the first Placement Notice each time during the term of this Agreement the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act (including any Annual Report on Form 10-K/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a Current Report current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Current Report on Form 8-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring (1) at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date, and (2) at a time at which no Placement Notice is pending hereunder, which waiver shall continue until the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date). Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends amend or supplements supplement (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act (including any Annual Report on Form 10-K/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange ActAct (including any Form 10-Q/A containing amended financial information or a material amendment to the previously filed Form 10-Q); or (iv) files a Current Report current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Current Report on Form 8-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent Agents and its their respective counsel, substantially similar to the form previously provided to the Agent Agents and its their respective counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension is in effecteffect or at a time at which no Placement Notice to any of the Agents has been delivered by the Company or is pending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect and did not provide the Agent Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Designated Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Agent Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior On or prior to the date of the first Placement Notice and (2) following delivery of the first Placement Notice, each time during the term of this Agreement the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act (including any Annual Report on Form 10-K/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a Current Report current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Current Report on Form 8-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent Agents and its their counsel, substantially similar to the form previously provided to the Agent Agents and its their counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time in which no Placement Notice is pending (including as a result of a Suspension is being in effect), which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect such waiver applied and did not provide the Agent Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells Agents sell any Placement Shares pursuant to such instructions, the Company shall provide the Agent Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each time during the term of this Agreement that a Placement Notice is outstanding the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act (including any Annual Report on Form 10-K/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a Current Report current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the an Agent reasonably determines that the information contained in such Current Report on Form 8-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counselattached hereto as Schedule 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived without any action on the part of the Agent or the Company for any Representation Date occurring at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect and did not provide the Agent Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells Agents sell any Placement Shares pursuant to such instructions, the Company shall provide the Agent Agents with a certificate in conformity with this Section the form attached hereto as Schedule 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior On or prior to the date of the first Placement Notice and (2) following the delivery of the first Placement Notice each time during the term of this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act (including any Annual Report on Form 10-K/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a Current Report current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Current Report on Form 8-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time in which no Placement Notice is pending (including as a result of a Suspension is being in effect), which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect such waiver applied and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act (including any Annual Report on Form 10-K/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a Current Report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Current Report on Form 8-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior On or prior to the date of the first Placement Notice and (2) each time the CompanyTrust: (i) files the Prospectus relating to the Placement Shares Units or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement SharesUnits) the Registration Statement or the Prospectus relating to the Placement Shares Units by means of a post-post- effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesUnits; (ii) files or amends an Annual Report annual report on Form 1020-K F or Form 40-F under the Exchange Act (including any Annual Report on Form 1020-KF/A or Form 40-F/A containing amended financial information statements or a material amendment to the previously filed Annual Report on Form 1020-KF); (iii) files or furnishes its quarterly reports interim financial statements on Form 106-Q K under the Exchange Act; or (iv) files or furnishes a Current Report on Form 86-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) statements under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company Manager, on behalf of the Trust, shall furnish the Agent Agents (but in the case of clause (iv) above above, only if the Agent Agents reasonably determines determine that the information contained in such Current Report on Form 86-K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent Agents and its their counsel, substantially similar to the form previously provided to the Agent Agents and its their counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l8(l) shall be waived for any Representation Date occurring at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company Manager, on behalf of the Trust, delivers instructions for the sale of Placement Shares Units hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company Manager, on behalf of the Trust, subsequently decides to sell Placement Shares Units following a Representation Date when a Suspension was in effect and did not provide the Agent Agents with a certificate under this Section 7(l8(l), then before the Company Manager, on behalf of the Trust, delivers the instructions for the sale of Placement Shares Units or the Agent sells Agents sell any Placement Shares Units pursuant to such instructions, the Company Manager, on behalf of the Trust, shall provide the Agent Agents with a certificate in conformity with this Section 7(l8(l) dated as of the date that the instructions for the sale of Placement Shares Units are issued.

Representation Dates; Certificate. (1) Prior On or prior to the date of the first Placement Notice is given hereunder and (2) each time the Company: Company (i) files the Prospectus relating to the Placement Shares ADSs or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares ADSs (other than (A) a prospectus supplement filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement ADSs) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ADSs; (ii) files an Annual Report annual report on Form 1020-K F under the Exchange Act (including any Annual Report on Form 1020-KF/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 1020-KF); ; (iii) files its quarterly reports a current report on Form 106-Q K containing unaudited interim financial statements under the Exchange ActAct incorporated by reference into the Registration Statement or Prospectus; or or (iv) files a Current Report current report on Form 86-K containing amended financial information (other than an earnings release, to “furnish” information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); , the Company shall furnish the Sales Agent (but in the case of clause (iv) above above, only if the Company and the Sales Agent reasonably determines determine that the information contained in such Current Report current report on Form 86-K of the Company is material) within three (3) Trading Days after each Representation Date with a certificate dated the Representation Datecertificate, substantially in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented). The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares ADSs following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Sales Agent with a certificate under this Section 7(l7(m), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Sales Agent sells any Placement Shares pursuant to such instructionsADSs, the Company shall provide the Sales Agent with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit 7(m), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior On or prior to the date on which the first Placement Notice is delivered and (2) following delivery of the first Placement Notice and (2) Notice, each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act (including any Annual Report on Form 10-K/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a Current Report current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Current Report on Form 8-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending (including, for purposes of clarity, during which a Suspension is in effect), which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or instructions for the sale of Placement Shares hereunder under a suspended Placement Notice (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect with respect to which the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section 7(l) dated as of the date of the Placement Notice or the date that the instructions for the sale of Placement Shares are issued, as applicable.

Representation Dates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each time the Company: Trust: (i) files the Prospectus relating to the Placement Shares Units or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement SharesUnits) the Registration Statement or the Prospectus relating to the Placement Shares Units by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; Units; (ii) files an Annual Report annual report on Form 1020-K F or Form 40-F under the Exchange Act (including any Annual Report on Form 1020-KF/A or Form 40-F/A containing amended financial information statements or a material amendment to the previously filed Annual Report on Form 1020-KF); ; -17- (iii) files or furnishes its quarterly reports financial statements on Form 106-Q K under the Exchange Act; or or (iv) files or furnishes a Current Report on Form 86-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) statements under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company Manager, on behalf of the Trust, shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Current Report on Form 8-K 6‑K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company Manager, on behalf of the Trust, delivers instructions for the sale of Placement Shares Units hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company Manager, on behalf of the Trust, subsequently decides to sell Placement Shares Units following a Representation Date when a Suspension was in effect and did not provide the Agent with a certificate under this Section 7(l), then before the Company Manager, on behalf of the Trust, delivers the instructions for the sale of Placement Shares Units or the Agent sells any Placement Shares Units pursuant to such instructions, the Company Manager, on behalf of the Trust, shall provide the Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares Units are issued.

Representation Dates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act (including any Annual Report on Form 10-K/A containing amended or restated financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a Current Report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Current Report on Form 8-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a waiver or a Suspension was in effect and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior On or prior to the date of the first Placement Notice and (2) each time during the term of this Agreement that a Placement Notice is outstanding the Company:: ACTIVE/107652629.3 (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act (including any Annual Report on Form 10-K/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a Current Report current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Current Report on Form 8-K 8‑K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counselattached hereto as Schedule 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived without any action on the part of the Agent or the Company for any Representation Date occurring at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells sell any Placement Shares pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section the form attached hereto as Schedule 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior On or prior to the date of on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section ‎7(l) of this Agreement) by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents document(s) by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report annual report on Form 1020-K F under the Exchange Act (including any Annual Report on Form 1020-KF/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 1020-KF); (iii) files its quarterly reports a report on Form 106-Q K under the Exchange ActAct containing quarterly financial information (other than an earnings release that is “furnished”) that is incorporated by reference into the Registration Statement and Prospectus; or (iv) files a Current Report report on Form 86-K under the Exchange Act containing amended financial information (other than information an earnings release that is “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to ”) that is incorporated by reference into the reclassification of certain properties as discontinued operations in accordance with Registration Statement of Financial Accounting Standards No. 144) under the Exchange Act and Prospectus (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); , the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent reasonably determines that requests such certificate within three Business Days after the information contained in filing of such Current Report on Form 86-K is materialwith the Commission) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, attached hereto as Exhibit A (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l‎7(m) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is pending or in effect, which waiver shall continue until the earlier to occur of (1) the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was on which the Company relied on the waiver referred to in effect the previous sentence and did not provide the Agent with a certificate under this Section 7(l‎7(m), then before the Company delivers the instructions for the sale of a Placement Shares Notice or the Agent sells any Placement Shares pursuant to such instructionsthereto, the Company shall provide the Agent with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit A, dated as of the date that of such Placement Notice. Within two Trading Days of each Representation Date, the instructions for Company shall have furnished to the sale of Placement Shares are issuedAgent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report on Form 1020-K F under the Exchange Act (including any Annual Report on Form 1020-KF/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 1020-KF); (iii) files furnishes its quarterly reports results of operations on a Report on Form 106-Q K under the Exchange Act; or (iv) furnishes or files a Current current Report on Form 86-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act that is incorporated by reference into the Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Current Report on Form 86-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counselattached hereto as Exhibit 8(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l8(1) shall be waived for any Representation Date occurring at a time a Placement Notice is not pending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Placement Notice was not pending or a Suspension was in effect and did not provide the Agent with a certificate under this Section 7(l8(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section 7(l8(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior On or prior to the date of the first Placement Notice and (2) following the delivery of the first Placement Notice, each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act (including any Annual Report on Form 10-K/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a Current Report current report on Form 8-K containing (a) amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) or (b) financial information required to be disclosed pursuant to Item 2.01 of Form 8-K, under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Current Report on Form 8-K is material) with a certificate dated the Representation Date, in the form and substance reasonably satisfactory to the Agent Agents and its their counsel, substantially similar to the form previously provided to the Agent Agents and its their counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l8(l) shall be automatically waived for any Representation Date occurring at a time during which no Placement Notice is pending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation DateDate for which the requirement to provide a certificate under this Section 8(l) is not waived pursuant to the terms thereof. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent Agents with a certificate under this Section 7(l8(l), then before the Company delivers the instructions for the sale of Placement Shares or the Designated Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Agent Agents with a certificate in conformity with this Section 7(l8(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior On or prior to the date of the first Placement Notice and (2) following the delivery of the first Placement Notice, each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act (including any Annual Report on Form 10-K/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a Current Report on Form 8-K containing (a) amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) or (b) financial information required to be disclosed pursuant to Item 2.01 of Form 8-K, under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Current Report on Form 8-K is material) with a certificate dated the Representation Date, in the form and substance reasonably satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring at a time during which no Placement Notice is pending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation DateDate for which the requirement to provide a certificate under this Section 7(l) is not waived pursuant to the terms thereof. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior On or prior to the date of the first Placement Notice and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares ADSs or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement SharesADSs) the Registration Statement or the Prospectus relating to the Placement Shares ADSs by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesADSs; (ii) files an Annual Report annual report on Form 1020-K F under the Exchange Act (including any Annual Report on Form 1020-KF/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 1020-KF); (iii) files its quarterly reports furnishes a report on Form 106-Q K under the Exchange ActAct containing its unaudited interim financial statements for the first six months of its financial year, which report shall indicate that it is incorporated by reference into the Registration Statement and Prospectus; or (iv) files furnishes a Current Report report on Form 86-K under the Exchange Act containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act that is material to the offering of securities of the Company in the reasonable discretion of the Agents, in which case such report shall indicate that it is incorporated by reference into the Registration Statement and Prospectus (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines that the information contained in such Current Report on Form 86-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent Agents and its counsel, substantially similar to the form previously provided to the Agent Agents and its their counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension is in effect or there is no Placement Notice in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares ADSs hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares ADSs following a Representation Date when a Suspension was in effect or there was no Placement Notice in effect and did not provide the Agent Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares ADSs or the Agent sells Agents sell any Placement Shares ADSs pursuant to such instructions, the Company shall provide the Agent Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares ADSs are issued.

Representation Dates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act (including any Annual Report on Form 10-K/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a Current Report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Current Report on Form 8-K is material) with a certificate dated the Representation Date, in the form and substance reasonably satisfactory to the Agent Agents and its their counsel, substantially similar to the form previously provided to the Agent Agents and its their counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a waiver or a Suspension was in effect and did not provide the Agent Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells Agents sell any Placement Shares pursuant to such instructions, the Company shall provide the Agent Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior On or prior to the date of the first Placement Notice and (2) following the delivery of the first Placement Notice each time during the term of this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act (including any Annual Report on Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a Current Report current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of a Current Report on Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if the any Agent reasonably determines that the information contained in such Current Report on Form 8-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time in which no Placement Notice is pending (including as a result of a Suspension is being in effect), which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect such waiver applied and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells sell any Placement Shares pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.