Common use of Representation Dates; Certificate Clause in Contracts

Representation Dates; Certificate. (1) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached to this Agreement. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Agents sell any Placement Shares, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date of the Placement Notice.

Representation Dates; Certificate. (1) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 8-K is material) with a certificate dated as of the Representation Date, in the form attached and substance reasonably satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at during which no Placement Notice is pending, pending or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or either Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior Prior to the date of the first Placement Notice and (2) following delivery of the first Placement Notice, each time the Company: (i) files the Prospectus relating to the Placement Shares (other than as part of any filing prior to the time of initial effectiveness of the Registration Statement) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pendingpending (including, or (ii) 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 under a suspended Placement Notice (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on for which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date of the Placement NoticeNotice or the date that the instructions for the sale of Placement Shares are issued, as applicable.

Representation Dates; Certificate. During the term of this Agreement, (1) On on or prior to the date of the first Placement Notice and (2) thereafter, 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) when a Suspension is in effecteffect or there is no Placement Notice pending (the “Waiver Period”), which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on for which the Company files its annual report on Form 10-K. 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 during a Suspension was in effect Waiver Period and did not provide the Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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-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 an annual report on Form 1020-K F or Form 40-F under the Exchange Act (including any Form 1020-KF/A or Form 40-F/A containing amended audited financial information statements or a material amendment to the previously filed Form 1020-KF); (iii) files or furnishes its quarterly reports 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 86-K is material) with a certificate dated the Representation Datecertificate, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) 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 a instructions for the sale of Placement Notice Units hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Manager, on behalf of the Trust, delivers the instructions for the sale of Placement Units or the Agent sells any Placement SharesUnits pursuant to such instructions, the Company Manager, on behalf of the Trust, shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeUnits are issued.

Representation Dates; Certificate. (1) On or prior 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 on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended audited financial information or a material amendment to the previously filed Form 1020-KF); (iii) files its quarterly reports on a Form 10-Q under the Exchange Act; or (iv) files a current report on Form 86-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 containing financial information that is incorporated by reference into the Registration Statement and the Prospectus (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); the Company shall furnish the Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 8-K is material) Agent with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice ADSs hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares ADSs following a Representation Date when a Suspension was in effect and did not provide the Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement ADSs or the Agent sells any Placement SharesADSs pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeADSs are issued.

Representation Dates; Certificate. (1) On or prior 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K or Form 10-Q/A containing amended financial information (other than information “"furnished” " pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 within five (5) Trading Days of each Representation Date to the Agents (but in the case of clause (iv) above only if the Agents any Agent reasonably determine determines that the information contained in such Form 8-K filing is material) with a certificate dated the Representation Datecertificate, in the form attached and substance satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Lead Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine 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 attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended audited financial information or a material amendment to the previously filed Form 1020-KF);; or (iii) files furnishes its quarterly reports unaudited interim financial statements and management’s discussion and analysis on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 86-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 (iviii) shall be a “Representation Date”); the Company shall furnish the Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 8-K is material) Agent with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); ;   (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance reasonably satisfactory to this Agreementthe 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 (i) at during which no Placement Notice is pending, pending or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on for which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement Notice.Shares are issued. 

Representation Dates; Certificate. (1) 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 on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended audited financial information or a material amendment to the previously filed 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 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agent, 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 86-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which a Suspension is in effect or there is no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice ADSs hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement ADSs or the Agent sells any Placement SharesADSs pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeADSs are issued.

Representation Dates; Certificate. (1) 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 on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at in which no Placement Notice is pending, or pending (ii) 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 a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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 on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents an Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached hereto as Schedule 7(l), modified, as necessary, to this Agreementrelate 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the 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 the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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 on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 without any action on the part of the Agent or the Company for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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 Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which a when no Placement Notice is pending, outstanding or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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 (other than as part of any filing prior to the time of initial effectiveness of the Registration Statement) 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 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 on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pendingpending (including, or (ii) 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 under a suspended Placement Notice (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date of the Placement NoticeNotice or the date that instructions for the sale of Placement Shares are issued, as applicable.

Representation Dates; Certificate. (1) On or prior 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 , other than pursuant to the filing of an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (ii) files an Annual Report on Form 10-K (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports a Quarterly Reports on Form 10-Q under the Exchange ActQ; 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on and (2) at a time at which no Placement Notice is pending, which waiver shall continue until the date the Company files its annual report on Form 10-K. 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 waiver was in effect and did not provide the Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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-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 an annual report on Form 1020-K F or Form 40-F under the Exchange Act (including any Form 1020-KF/A or Form 40-F/A containing amended audited financial information statements or a material amendment to the previously filed Form 1020-KF or Form 40-F); (iii) files or furnishes its quarterly reports 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 86-K is material) with a certificate dated the Representation Datecertificate, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) 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 a instructions for the sale of Placement Notice Units hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Manager, on behalf of the Trust, delivers the instructions for the sale of Placement Units or the Agent sells any Placement SharesUnits pursuant to such instructions, the Company Manager, on behalf of the Trust, shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeUnits are issued.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice and (2) thereafter 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1i) On or prior to the date of the first Placement Notice Notice, and (2ii) 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 on Form 1020-K F or Form 40-F under the Exchange Act (including any Form 1020-KF/A or Form 40-F/A containing amended audited financial information statements or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above above, only if the Agents reasonably determine that the information contained in such Form 86-K is material) with a certificate dated the Representation Datecertificate, in the form attached and substance satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at which no Placement Notice is pending, or (ii) 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 a instructions for the sale of Placement Notice Units hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l8(l), then before the Manager, on behalf of the Trust, delivers the instructions for the sale of Placement Units or the Agents sell any Placement SharesUnits pursuant to such instructions, the Company Manager, on behalf of the Trust, shall provide the Agents with a certificate in conformity with this Section 7(l8(l) dated as of the date that the instructions for the sale of the Placement NoticeUnits are issued.

Representation Dates; Certificate. (1) On or prior Prior to the date of the first Placement Notice and (2) following 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) a Suspension is in effect or at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before simultaneously with or prior to the Agents sell time the Company delivers the Placement Notice or the Agent sells any Placement SharesShares pursuant to such Placement Notice, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date of the such Placement Notice.

Representation Dates; Certificate. (1) On or prior Prior to the date of the first Placement Notice and (2) 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 on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 without any action on the part of the Agent or the Company for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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 on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on Date, and (2) at a time at which no Placement Notice is pending hereunder, which waiver shall continue until the date the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice and (2) following delivery of the first Placement Notice each time the Company: (i) files the Prospectus relating to the Placement Shares (other than as part of any filing prior to the time of initial effectiveness of the Registration Statement) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance reasonably satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at which no Placement Notice is pendingpending (including, or (ii) 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 under a suspended Placement Notice (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agents sell sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date of the Placement NoticeNotice or the date that the instructions for the sale of Placement Shares are issued, as applicable.

Representation Dates; Certificate. (1) On or prior to During the date term of the first Placement Notice and (2) each time the Company: this Agreement, (i) when the Company files the a Prospectus relating to the Placement Shares or Shares, and each time thereafter that the Company (ii) 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 any amendment or supplement to the Prospectus directly relating to an offer and sale of the Company’s securities, including any prospectus supplement filed in accordance with Section 7(l) of this Agreement) 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; ; (iiiii) files an annual report on Form 10-K under the Exchange Act Act; (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iiiiv) files its quarterly reports on Form 10-Q under the Exchange Act; or (ivv) files a current report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act or (vi) files a Form 8-K under the Exchange Act for any other purpose (other than to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure relating to the offer and sale of the Company’s securities) (each date of filing of one or more of the documents referred to in clauses (i) through (ivvi) shall be a “"Representation Date”"); the Company shall furnish the Agents CF&Co (but in the case of clause (ivvi) above only if CF&Co has notified the Agents Company and Company Counsel (as defined below) that it has reasonably determine determined that the information contained in such Form 8-K is material) with a certificate dated the certificate, within five (5) Trading Days of each Representation Date, substantially in the form attached to this Agreementhereto as Exhibit 7(m). The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at during a time (i) at fiscal quarter during which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers does not intend to tender a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and to CF&Co or sell Placement Shares prior to 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 10-K. Notwithstanding the foregoing, if the Company subsequently decides to tender a Placement Notice or sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agents CF&Co with a certificate under this Section 7(l7(m), then before CF&Co either accepts the Agents sell Placement Notice or sells any Placement Shares, the Company shall provide the Agents CF&Co with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit 7(m), dated as of the date of the Placement NoticeNotice .

Representation Dates; Certificate. (1) On or prior Prior to the date of the first Placement Notice and (2) following 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance reasonably satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pendingpending (including for purposes of clarity, or (ii) 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 hereunder, or instructions for the sale of Placement Shares under a suspended Placement Notice (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect on which the Company relied on such waiver and did not provide the Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date of the Placement NoticeNotice or the date that the instructions for the sale of Placement Shares are issued, as applicable.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice and (2) following 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached to this Agreementhereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 (a) amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance reasonably satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at during which no Placement Notice is pending, pending or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on for which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l8(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Designated Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l8(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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 (other than as part of any filing prior to the time of initial effectiveness for the Registration Statement) 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 Form 10-K/A containing amended audited financial information statements or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K 8‑K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time (i) a Suspension is in effect or at which a time when no Placement Notice is pendingpending (including, or (ii) for clarity, during a Suspension is in effectSuspension), which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect or a time when no Placement Notice was pending and did not provide the Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice and (2) each time 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 on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited restated financial information statements or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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(l7(m) shall be waived for any Representation Date occurring at a time (i) a Suspension is in effect or at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or the Agents sell sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l7(m) dated as of the date of the Placement Notice.

Representation Dates; Certificate. (1) On or prior Prior to the date of the first Placement Notice and (2) each time during the Companyterm of this Agreement the Company subsequently thereafter: (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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which when no Placement Notice is pending, pending or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. During the term of this Agreement, (1) On on or prior to the date of the first Placement Notice and (2) thereafter, each time the Company: (i) files the Prospectus relating to the Placement Shares (other than as part of any filing prior to the time of the initial effectiveness of the Registration Statement) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached hereto as Schedule 7(l) modified, as necessary, to this Agreementrelate 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on and (2) at a time when no Placement Notice is pending, which waiver shall continue until the date the Company files its annual report on Form 10-K. delivers a Placement Notice. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K or Form 10-Q/A containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 within five (5) Trading Days of each Representation Date to the Agents (but in the case of clause (iv) above only if the Agents any Agent reasonably determine determines that the information contained in such Form 8-K filing is material) with a certificate dated the Representation Datecertificate, in the form attached and substance satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Lead Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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 Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited material financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a current report Current Report on Form 8-K under the Exchange Act containing amended material financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached to this Agreementhereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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 Form 1020-KF/A containing amended audited financial information or a material amendment to the previously filed Form 1020-KF); (iii) files furnishes its quarterly reports on Form 106-Q K under the Exchange ActAct containing its quarterly or semi-annual financial statements; or (iv) files 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 8-K 6‑K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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-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 an annual report on Form 1020-K F or Form 40-F under the Exchange Act (including any Form 1020-KF/A or Form 40-F/A containing amended audited financial information statements or a material amendment to the previously filed Form 1020-KF or Form 40-F); (iii) files or furnishes its quarterly reports 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 86-K is material) with a certificate dated the Representation Datecertificate, in the form attached and substance satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at which no Placement Notice is pending, or (ii) 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 a instructions for the sale of Placement Notice Units hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Manager, on behalf of the Trust, delivers the instructions for the sale of Placement Units or the Agents sell any Placement SharesUnits pursuant to such instructions, the Company Manager, on behalf of the Trust, shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeUnits are issued.

Representation Dates; Certificate. (1) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information statements relating to the Company (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such current report Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, pending or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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 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 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 Agents (but in the case of clause (iv) above only if the Agents reasonably 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 attached and substance reasonably satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at which no Placement Notice is pending, pending or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on for which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance reasonably satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. During the term of this Agreement, (1) On on or prior to the date of the first Placement Notice and (2) thereafter, 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached hereto as Schedule 7(l), modified, as necessary, to this Agreementrelate 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on and (2) at a time when the Sales Agent is not in possession of a Placement Notice, which waiver shall continue until the date the Company files its annual report on Form 10-K. delivers a Placement Notice. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the Placement Notice or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date of that the Placement NoticeNotice is delivered.

Representation Dates; Certificate. (1) On or prior 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 relating to the Company (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice and (2) following 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached to this Agreementhereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Agents sell any Placement Shares, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date of the Placement Notice.7

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice and (2) following delivery of the first Placement Notice each time the Company: (i) files the Prospectus relating to the Placement Shares (other than as part of any filing prior to the time of initial effectiveness of the Registration Statement) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance reasonably satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at which no Placement Notice is pendingpending (including, or (ii) 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 under a suspended Placement Notice (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 Annual Report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agents sell sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date of the Placement NoticeNotice or the date that the instructions for the sale of Placement Shares are issued, as applicable.

Representation Dates; Certificate. (1) On or prior 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 on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K 8‑K is material) with a certificate dated the Representation Date, in the form attached hereto as Schedule 7(l), modified, as necessary, to this Agreementrelate 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents 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 the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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-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 an annual report on Form 1020-K F or Form 40-F under the Exchange Act (including any Form 1020-KF/A or Form 40-F/A containing amended audited financial information statements or a material amendment to the previously filed Form 1020-KF); (iii) files or furnishes its quarterly reports 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K 6‑K is material) with a certificate dated the Representation Datecertificate, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) 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 a instructions for the sale of Placement Notice Units hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Manager, on behalf of the Trust, delivers the instructions for the sale of Placement Units or the Agent sells any Placement SharesUnits pursuant to such instructions, the Company Manager, on behalf of the Trust, shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeUnits are issued.

Representation Dates; Certificate. (1) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe Agents and its counsel, substantially similar to the form previously provided to the Agents and 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date of the Placement Notice.

Representation Dates; Certificate. (1) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effecteffect or prior to the filing of the first Placement Notice, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine determines that the information contained in such Form 8-K 8‑K is material) with a certificate dated the Representation Date, in the form attached and substance reasonably satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at during which no Placement Notice is pending, pending or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on for which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior Prior to the date of the first Placement Notice and (2) each time during the terms 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 on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K 8‑K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 without any action on the part of the Agent or the Company for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior Prior to the date of the first Placement Notice and (2) following delivery of the first Placement Notice each time the Company:: GDSVF&H\ (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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K 8‑K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (1) for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on and (2) at a time at which no Placement Notice is pending, which waiver shall continue until the date the Company files its annual report on Form 10-K. delivers a Placement Notice hereunder or to the Alternative Agent under the Alternative Sales Agreement (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 and did not provide the Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K 8‑K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (1) at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on and (2) at a time at which no Placement Notice is pending, which waiver shall continue until the date the Company files its annual report on Form 10-K. 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 and did not provide the Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 8-K is material) with a certificate dated as of the Representation Date, in the form attached and substance reasonably satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at during which no Placement Notice is pending, pending or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or either Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior Prior to the date of the first Placement Notice and (2) following 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K 8‑K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (1) for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on and (2) at a time at which no Placement Notice is pending, which waiver shall continue until the date the Company files its annual report on Form 10-K. delivers a Placement Notice hereunder or to the Alternative Agent under the Alternative Sales Agreement (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 and did not provide the Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 8-K is material) with a certificate dated as of the Representation Date, in the form attached and substance reasonably satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at during which no Placement Notice is pending, pending or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or either Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached to this Agreement. The requirement to provide a certificate under this Section 7(l7(k) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l7(k), then before the Agents sell Agent sells any Placement Shares, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l7(k) dated as of the date of the Placement Notice.

Representation Dates; Certificate. (1) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information statements relating to the Company (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine 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 attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, pending or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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 Form 1020-KF/A containing amended audited financial information or a material amendment to the previously filed Form 1020-K)F; (iii) files its quarterly or six-month reports on Form 106-Q K under the Exchange ActAct containing financial statements, supporting schedules or other financial data incorporated by reference into the Registration Statement; or (iv) files a current report on Form 86-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 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 Agents (but in the case of clause (iv) above only if the Agents any Agent reasonably determine determines that the information contained in such Form 8-K 6‑K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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 in the Registration Statement or the Prospectus relating to the Placement SharesADSs; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice ADSs hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares ADSs following a Representation Date when a Suspension was in effect and did not provide the Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement ADSs or either of the Agents sell sells any Placement SharesADSs pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeADSs are issued.

Representation Dates; Certificate. (1) On or prior Prior to the date of the first Placement Notice given hereunder and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares (other than as part of any filing prior to the time of initial effectiveness of the Registration Statement) or amends or supplements the Registration Statement (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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached and substance reasonably satisfactory to this Agreementthe 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 (i) at which when no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior Prior to the date of the first Placement Notice and (2) within five (5) Business Days following each time the Company: (i) files the Prospectus relating to the Placement Shares (other than as part of any filing prior to the time of the initial effectiveness of the Registration Statement) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pendingpending (including, or (ii) for clarity, a time 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 under a suspended Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date of the Placement NoticeNotice or the date that the instructions for the sale of Placement Shares are issued, as applicable.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice and and, thereafter, (2) each time the Company: (i) files the Prospectus relating to the Placement Shares (other than as part of any filing prior to the time of initial effectiveness of the Registration Statement) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 without any action on the part of the Agent or the Company for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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 on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents an Agent reasonably determine determines that the information contained in such Form 8-K 8‑K is material) with a certificate dated the Representation Date, in the form attached hereto as Schedule 7(l), modified, as necessary, to this Agreementrelate 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the 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 the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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 on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K provided, however, that for purposes of the foregoing, a Form 10-K/A filed solely to include information required by Part III of Form 10-K shall not be considered a material amendment); (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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached 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, (A) confirming that the representations and warranties of the Company contained in this AgreementAgreement are true and correct, (B) that the Company has performed all of its obligations hereunder to be performed on or prior to the date of such certificate and as to the matters set forth in Section 7(a) hereof, and (C) containing any other certification customary in transactions of this nature that the Agent shall reasonably request. The requirement to provide a certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring (1) at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on and (2) at a time at which no Placement Notice is pending hereunder, which waiver shall continue until the date the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice and (2) within five (5) Trading Days of 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 8-K 8‑K is materialmaterial and informs the Company of such determination in writing) with a certificate dated the Representation Datecertificate, in the form attached and substance satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (1) at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on or (2) at a time at which no Placement Notice is pending, which waiver shall continue until the date the Company files its annual report on Form 10-K. 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 or no Placement Notice was pending and did not provide the Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior to The Company shall furnish the date Underwriter with a certificate, in the form attached hereto as Exhibit 6(l), as of the first Placement Notice and (2) each time dates of the Companyfollowing occurrences: (i) two Trading Days after the Company gives a Firm Sale Notice hereunder; (ii) the Company files the Prospectus relating to the Placement Firm Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Firm Shares) ), the Registration Statement or the Prospectus relating to the Placement Firm 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 Firm Shares; (iiiii) the Company files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iiiiv) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or; (ivv) each Closing Date and Option Closing Date; and (vi) the Company 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 (ivvi) shall be a “Representation Date”); Notwithstanding the Company shall furnish the Agents (but foregoing, in the case of this clause (iv) above vi), a certificate shall only be required if the Agents Underwriter reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached to this Agreement. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Agents sell any Placement Shares, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date of the Placement Notice.

Representation Dates; Certificate. (1) 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 amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares or amends or supplements (other than (A) a prospectus supplement relating solely filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment 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, 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 on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files its a quarterly reports report 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 an earnings release that is “furnished” pursuant to Items 2.02 Item 2.02, Item 7.01 or 7.01 Item 9.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agents reasonably determine that Agent requests such certificate within three Business Days after the information contained in filing of such Form 8-K is materialwith the Commission) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to this Agreementrelate 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 (i) at which no Placement Notice is pending, pending or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l7(m), then before the Agents sell Company delivers a Placement Notice or the Agent sells any Placement SharesShares pursuant thereto, the Company shall provide the Agents Agent with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit 7(m), dated as of the date of the such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. (1) On or prior 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 Annual Report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended audited financial information or a material amendment to the previously filed Form 1020-KF); (iii) files furnishes its quarterly reports Reports of Foreign Private Issuer on Form 106-Q K under the Exchange ActAct containing its quarterly or semi-annual financial statements; or (iv) files furnishes a current report Report of Foreign Private Issuer on Form 86-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Report of Foreign Private Issuer on Form 86-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at which no Placement Notice is pending, pending or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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 Form 10-K/A containing amended audited financial information or involving a material amendment thereto) or a new registration statement related to the previously Placement Shares is filed Form 10-K)and declared effective by the Commission; (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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) a Suspension is in effect and/or at which a time when no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers a Placement Notice or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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 Form 10-K/A containing amended audited financial information statements or a material amendment to the previously filed 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 statements (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K 8‑K is material) with a certificate dated as of the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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 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 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pendingpending (including, or (ii) 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 (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the Placement Notice or the date that the instructions for the sale of the Placement NoticeShares are issued, as applicable.

Representation Dates; Certificate. (1) On or prior 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 Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited or restated financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably 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 attached and substance satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On Prior to or prior to on the date of the first Placement Notice and (2) 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 on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited material financial information or a material amendment to the previously filed 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 material financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached to this Agreementhereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents 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. Moreover, the requirement to provide a certificate under this Section 7(l) with respect to clause (iii) above shall be waived for any Representation Date occurring at a time when no Placement Notice is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement NoticeShares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date.

Representation Dates; Certificate. (1) On or prior 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 Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited or restated financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably 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 attached and substance satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice given hereunder and within five (25) Trading Days of each time the CompanyPartnership: (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 Shares) Units), 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 SharesUnits; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144Codification 360) 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 Partnership shall furnish the Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached to this Agreementhereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company Partnership delivers a Placement 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 Partnership files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company Partnership subsequently decides to sell Placement Shares Units following a Representation Date when a Suspension was in effect the Partnership relied on such waiver and did not provide the Agents with a certificate under this Section 7(l), then before the Partnership delivers the Placement Notice or the Agents sell any Placement SharesUnits, the Company Partnership shall provide the Agents with a certificate certificate, in conformity with this Section the form attached hereto as Exhibit 7(l) ), dated as of the date of the Placement Notice.

Representation Dates; Certificate. (1) 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 amends or supplements the Registration Statement, the ADS Registration Statement or the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement or 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, sticker or supplement but not by means of incorporation of documents document(s) by reference into the Registration Statement, the ADS 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files its a quarterly reports report 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 that is “furnished” pursuant to Items Item 2.02 or Item 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144K) 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 Agents Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agents reasonably determine that Agent requests such certificate within three Business Days after the information contained in filing of such Form 8-K is materialwith the Commission) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to this Agreementrelate to the Registration Statement, the ADS 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 (i) at which no Placement Notice is pending, pending or (ii) in effect or if a Suspension suspension is in effecteffect with respect to any Placement Notice, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l7(m), then before the Agents sell Company delivers a Placement Notice or the Agent sells any Placement SharesShares pursuant thereto, the Company shall provide the Agents Agent with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit 7(m), dated as of the date of the such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. (1) On or prior Prior to the date of the first Placement Notice and (2) 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 on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited material financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached to this Agreementhereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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 on Form 1020-K F or Form 40-F under the Exchange Act (including any Form 1020-KF/A or Form 40-F/A containing amended audited financial information statements or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K 6‑K is material) with a certificate dated the Representation Datecertificate, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) 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 a instructions for the sale of Placement Notice Units hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Manager, on behalf of the Trust, delivers the instructions for the sale of Placement Units or the Agent sells any Placement SharesUnits pursuant to such instructions, the Company Manager, on behalf of the Trust, shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeUnits are issued.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice and (2) 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 on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached to this Agreementhereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice and (2) thereafter 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine determines that the information contained in such Form 8-K 8‑K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe Agents and its counsel, substantially similar to the form previously provided to the Agents 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agents sell sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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 Form 1020-KF/A containing amended audited financial information or a material amendment to the previously filed Form 1020-KF); (iii) files furnishes its quarterly reports on Form 106-Q K under the Exchange ActAct containing its quarterly or semi-annual financial statements; or (iv) files 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K 6‑K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior Prior to the date of the first Placement Notice and (2) following 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 Form 10-K/A containing amended audited or restated financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) a Suspension is in effect or at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before simultaneously with or prior to the Agents sell time the Company delivers the Placement Notice or the Agent sells any Placement SharesShares pursuant to such Placement Notice, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date of the such Placement Notice.

Representation Dates; Certificate. (1) On or prior Prior to the date of the first Placement Notice and (2) each time the Company: (i) files the Controlled Equity 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 Controlled Equity 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 SharesControlled Equity Prospectus; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information statements or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clauses (ii) and (iii) above only if requested by the Agent, and in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. During the term of this Agreement, (1) On on or prior to the date of the first Placement Notice and (2) thereafter, each time the Company: (i) files the Prospectus relating to the Placement Shares (other than as part of any filing prior to the time of the initial effectiveness of the Registration Statement) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K 8‑K is material) with a certificate dated the Representation Date, in the form attached hereto as Schedule 7(l), modified, as necessary, to this Agreementrelate 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on and (2) at a time when no Placement Notice is pending, which waiver shall continue until the date the Company files its annual report on Form 10-K. delivers a Placement Notice. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior Prior to the date of the first Placement Notice and (2) following 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance reasonably satisfactory to this Agreementthe 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 (i) at which no Placement placement Notice is pendingpending (including for purposes of clarity, or (ii) 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 hereunder, or instructions for the sale of Placement Shares under a suspended Placement Notice (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 Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect on which the Company relied on such waiver and did not provide the Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date of the Placement NoticeNotice or the date that the instructions for the sale of Placement Shares are issued, as applicable.

Representation Dates; Certificate. (1) On or prior 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 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 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 Current Report on Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine 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 attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) 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 on Form 1020-K F or Form 40-F under the Exchange Act (including any Form 1020-KF/A or Form 40-F/A containing amended audited financial information statements or a material amendment to the previously filed Form 1020-KF or Form 40-F); (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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above above, only if the Agents reasonably determine that the information contained in such Form 86-K is material) with a certificate dated the Representation Datecertificate, in the form attached and substance satisfactory to this Agreementthe Agents and their counsel, substantially similar to the form previously provided to the Agents and 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 (i) at which no Placement Notice is pending, or (ii) 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 a instructions for the sale of Placement Notice Units hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l8 Section 8(l), then before the Manager, on behalf of the Trust, delivers the instructions for the sale of Placement Units or the Agents sell any Placement SharesUnits pursuant to such instructions, the Company Manager, on behalf of the Trust, shall provide the Agents with a certificate in conformity with this Section 7(l8(l) dated as of the date that the instructions for the sale of the Placement NoticeUnits are issued.

Representation Dates; Certificate. (1) On or prior 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 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 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine 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 attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior Prior to the date of the first Placement Notice and (2) following delivery of the first Placement Notice, each time the Company: (i) files the Prospectus relating to the Placement Shares (other than as part of any filing prior to the time of initial effectiveness of the Registration Statement) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Act; or (v) as the Agent may reasonably request (each date of filing of one or more of the documents items referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pendingpending (including, or (ii) 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 under a suspended Placement Notice (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on for which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date of the Placement NoticeNotice or the date that the instructions for the sale of Placement Shares are issued, as applicable.

Representation Dates; Certificate. (1) On or prior 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 Form 1020-KF/A containing amended audited financial information or a material amendment to the previously filed Form 1020-KF); (iii) files its quarterly reports a report on Form 106-Q K under the Exchange ActAct containing its quarterly or semi-annual financial statements; or (iv) files a current report on Form 86-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 8-K 6‑K is material) with a certificate dated the Representation Date, in the form attached and substance satisfactory to this Agreementthe Agents and its counsel, substantially similar to the form previously provided to the Agents and 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or either of the Agents sell sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K or Form 10-Q/A containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 within five (5) Trading Days of each Representation Date to the Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K filing is material) with a certificate dated the Representation Datecertificate, in the form attached and substance satisfactory to this Agreementthe 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 (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice and (2) following delivery of the first Placement Notice, each time the Company: (i) files the Prospectus relating to the Placement Shares (other than as part of any filing prior to the time of the initial effectiveness of the Registration Statement) 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 Form 10-K/A containing amended audited financial information or a material amendment to the previously filed 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 relating to the Company (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of 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 Agents Agent (but in the case of clause (iv) above only if the Agents Agent reasonably determine determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in form and substance satisfactory to Agent and its counsel, substantially similar to the form attached forms previously provided to this AgreementAgent and its counsel, 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(l) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pendingpending (including, or (ii) for clarity, a time 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 under a suspended Placement Notice (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. 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 Agents Agent with a certificate under this Section 7(l), then before the Agents sell Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agents Agent with a certificate in conformity with this Section 7(l) dated as of the date of the Placement NoticeNotice or the date that the instructions for the sale of Placement Shares are issued, as applicable.