Common use of Registration Statement Amendments; Payment of Fees Clause in Contracts

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar rule), (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (unless the Company’s legal counsel has advised the Company that filing such document is required by law) (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any Selling Period or period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent or the Forward Seller under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar rule), (i) the Company will notify the Sales Agent Agent, the Forward Seller and the Forward Purchaser promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s or the Forward Seller’s and the Forward Purchaser’s, as the case may be, request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s or the Forward Seller’s and the Forward Purchaser’s, as the case may be, reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Agent, the Forward Seller or the Forward Purchaser, as applicable, (provided, however, that the failure of the Sales Agent Agent, the Forward Seller or the Forward Purchaser to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s, the Forward Seller’s or the Forward Purchaser’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Agent, the Forward Seller and the Forward Purchaser within a reasonable period of time before the filing and the Sales Agent has Agent, the Forward Seller and the Forward Purchaser have not reasonably objected thereto (provided, however, that the failure of the Sales Agent Agent, the Forward Seller or the Forward Purchaser to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s, the Forward Seller’s or the Forward Purchaser’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Agent, the Forward Seller and the Forward Purchaser at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Placement Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Placement Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Placement Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Placement Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Placement Agent (provided, however, that the failure of the Sales Placement Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Placement Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Placement Agent within a reasonable period of time before the filing and the Sales Placement Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Placement Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Placement Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Placement Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxx Fargo Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxx Fargo Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Xxxxx Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Xxxxx Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Xxxxx Fargo Securities (provided, however, that the failure of the Sales Agent Xxxxx Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx Fargo Securities’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Xxxxx Fargo Securities within a reasonable period of time before the filing and the Sales Agent Xxxxx Fargo Securities has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Xxxxx Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx Fargo Securities’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Xxxxx Fargo Securities at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar rule(“Rule 172”)), (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying the Sales Agent, of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar rule), (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent (provided, provided however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected in writing thereto (provided, provided however, that (i) the failure of the Sales Agent to make such objection shall not relieve - 19 - the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement, and (ii) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does not name the Agent or specifically discuss the Placement Shares as contemplated hereby) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEDGAR; and axx (ivxv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Manager under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), ; (i) the Company will notify the Sales Agent Manager promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentManager’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentManager’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent Manager (provided, however, that the failure of the Sales Agent Manager to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentManager’s right to rely on the representations and warranties made by the Company and the Operating Partnership Transaction Entities in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Manager within a reasonable period of time before the filing and the Sales Agent Manager has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentManager’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Manager at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent CF&Co under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent CF&Co promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent CF&Co within a reasonable period of time before the filing and the Sales Agent CF&Co has not reasonably objected thereto (provided, however, (A) that the failure of the Sales Agent CF&Co to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentCF&Co’s right to rely on the representations and warranties made by the Company and Operating Partnership in this AgreementAgreement and (B) that the Company has no obligation to provide CF&Co any advance copy of such filing or to provide CF&Co an opportunity to object to such filing if such filing does not name CF&Co or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Sales Agent CF&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Manager under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), ; (i) the Company will notify the Sales Agent Manager promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentManager’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentManager’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent Manager (provided, however, that the failure of the Sales Agent Manager to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentManager’s right to rely on the representations and warranties made by the Company and the Operating Partnership Transaction Entities in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Manager within a reasonable period of time before the filing and the Sales Agent Manager has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentManager’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Manager at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent CF&Co under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent CF&Co promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentCF&Co’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentCF&Co’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent CF&Co (provided, provided however, that the failure of the Sales Agent CF&Co to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent CF&Co within a reasonable period of time before the filing and the Sales Agent CF&Co has not reasonably objected in writing thereto (provided, provided however, that (i) the failure of the Sales Agent CF&Co to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentCF&Co’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement, and (ii) the Company has no obligation to provide CF&Co any advance copy of such filing or to provide CF&Co an opportunity to object to such filing if such filing does not name CF&Co or specifically discuss the Placement Shares as contemplated hereby) and the Company will furnish to the Sales Agent CF&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares or Purchased Securities is required to be delivered by the Sales Agent [Agent] under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) to the extent that such information is not filed via IDEA, the Company will notify the Sales Agent [Agent] promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales [Agent]’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales [Agent]’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by [Agent] or the sale of Purchased Securities by the Sales Agent in a Principal Transaction (provided, however, that the failure of the Sales Agent [Agent] to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales [Agent]’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or Purchased Securities or a security convertible into the Placement Shares or Purchased Securities unless a copy thereof has been submitted to the Sales Agent [Agent] within a reasonable period of time before the filing and the Sales Agent [Agent] has not reasonably objected thereto (provided, however, that the failure of the Sales Agent [Agent] to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales [Agent]’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent [Agent] at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Manager under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Manager promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentManager’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentManager’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent Manager (provided, however, that the failure of the Sales Agent Manager to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentManager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Manager within a reasonable period of time before the filing and the Sales Agent Manager has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentManager’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Manager at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Manager under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Manager promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentManager’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentManager’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Manager (provided, however, that the failure of the Sales Agent Manager to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentManager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Manager within a reasonable period of time before the filing and the Sales Agent Manager has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentManager’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Manager at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act). If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold, then, prior to issuing any Placement Notice with respect to any such unsold Securities, the Company will take such action as is necessary or appropriate in accordance with this Section 7(a) to permit the public offering and sale of the Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement. In such event, if the Company has not already done so and is eligible to do so, it will, prior to the Renewal Deadline, file with the Commission either (A) a new automatic shelf registration statement or (B), if the Company is not then eligible to file an automatic shelf registration statement, a new shelf registration statement in either case, relating to any unsold Securities and in a form satisfactory to the Manager and its counsel (such filing, a “Replacement Registration Statement”). If the Replacement Registration Statement does not become effective upon filing under Rule 462(e) of the Securities Act, the Company will use its commercially reasonable efforts to cause such Replacement Registration Statement to be declared effective by, or as soon as possible (and in any event within 180 days) after, the Renewal Deadline. The Company will pay the fees required by the Commission relating to the Placement Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r). The Company will use its commercially reasonable efforts to take all other action necessary or appropriate to permit the public offering and sale of any unsold Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement.

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxx Fargo Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxx Fargo Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Xxxxx Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Xxxxx Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Xxxxx Fargo Securities (provided, however, that the failure of the Sales Agent Xxxxx Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx Fargo Securities’ right to rely on the representations and warranties made by the Company and the Operating Partnership Transaction Entities in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Xxxxx Fargo Securities within a reasonable period of time before the filing and the Sales Agent Xxxxx Fargo Securities has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Xxxxx Fargo Securities to make such objection shall not relieve the Company Transaction Entities of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx Fargo Securities’ right to rely on the representations and warranties made by the Company and Operating Partnership Transaction Entities in this Agreement) and the Company will furnish to the Sales Agent Xxxxx Fargo Securities at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act). If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold, then, prior to issuing any Placement Notice with respect to any such unsold Securities, the Company will take such action as is necessary or appropriate in accordance with this Section 7(a) to permit the public offering and sale of the Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement. In such event, if the Company has not already done so and is eligible to do so, it will, prior to the Renewal Deadline, file with the Commission either (A) a new automatic shelf registration statement or (B), if the Company is not then eligible to file an automatic shelf registration statement, a new shelf registration statement in either case, relating to any unsold Securities and in a form satisfactory to Xxxxx Fargo Securities and its counsel (such filing, a “Replacement Registration Statement”). If the Replacement Registration Statement does not become effective upon filing under Rule 462(e) of the Securities Act, the Company will use its commercially reasonable efforts to cause such Replacement Registration Statement to be declared effective by, or as soon as possible (and in any event within 180 days) after, the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of any unsold Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement.

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Manager under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Manager promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Manager within a reasonable period of time before the filing and the Sales Agent Manager has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentManager’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Manager at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Xxxxxxx Xxxxx (provided, however, that the failure of the Sales Agent Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Xxxxxxx Xxxxx within a reasonable period of time before the filing and the Sales Agent Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent KeyBanc Capital Markets under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent KeyBanc Capital Markets promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s KeyBanc Capital Markets’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s KeyBanc Capital Markets’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent KeyBanc Capital Markets (provided, however, that the failure of the Sales Agent KeyBanc Capital Markets to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s KeyBanc Capital Markets’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent KeyBanc Capital Markets within a reasonable period of time before the filing and the Sales Agent KeyBanc Capital Markets has not reasonably objected thereto (provided, however, that the failure of the Sales Agent KeyBanc Capital Markets to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s KeyBanc Capital Markets’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent KeyBanc Capital Markets at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar rule), (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (in all cases, except for documents incorporated by reference or any amendment, supplement or comment letter relating solely to the issuance or offering of securities other than the Shares), (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent (provided, provided however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected in writing thereto (provided, provided however, that (i) the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement, and (ii) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does not name the Agent or specifically discuss the Placement Shares as contemplated hereby) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by referencereference or any amendment or supplement relating solely to the issuance or offering of securities other than the Shares, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent JMP Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent JMP Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s JMP Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s JMP Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent JMP Securities (provided, however, that the failure of the Sales Agent JMP Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s JMP Securities’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent JMP Securities within a reasonable period of time before the filing and the Sales Agent JMP Securities has not reasonably objected thereto (provided, however, that the failure of the Sales Agent JMP Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s JMP Securities’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent JMP Securities at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Jefferies under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Jefferies promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Jefferies’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Jefferies’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Jefferies (provided, however, that the failure of the Sales Agent Jefferies to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Jefferies’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Jefferies within a reasonable period of time before the filing and the Sales Agent Jefferies has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Jefferies to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Jefferies’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Jefferies at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Jefferies under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Jefferies promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Jefferies’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Jefferies’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Jefferies (provided, however, that the failure of the Sales Agent Jefferies to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Jefferies’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file with the Commission any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Jefferies within a reasonable period of time before the filing and the Sales Agent Jefferies has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Jefferies to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Jefferies’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Jefferies at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Placement Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Placement Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Placement Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Placement Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Placement Agent (provided, however, that the failure of the Sales Placement Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Placement Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Placement Agent within a reasonable period of time before the filing and the Sales Placement Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Placement Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Placement Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Placement Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxxxxxxx Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxxxxxxx Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Xxxxxxxxxx Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Xxxxxxxxxx Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Xxxxxxxxxx Securities (provided, however, that the failure of the Sales Agent Xxxxxxxxxx Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxxxxxxx Securities’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Xxxxxxxxxx Securities within a reasonable period of time before the filing and the Sales Agent Xxxxxxxxxx Securities has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Xxxxxxxxxx Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxxxxxxx Securities’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Xxxxxxxxxx Securities at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent BMO Capital Markets under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent BMO Capital Markets promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s BMO Capital Markets’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s BMO Capital Markets’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent BMO Capital Markets (provided, however, that the failure of the Sales Agent BMO Capital Markets to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s BMO Capital Markets’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent BMO Capital Markets within a reasonable period of time before the filing and the Sales Agent BMO Capital Markets has not reasonably objected thereto (provided, however, that the failure of the Sales Agent BMO Capital Markets to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s BMO Capital Markets’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent BMO Capital Markets at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales applicable Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales an Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Agents (provided, however, that the failure of the Sales Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Agents’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Agents within a reasonable period of time before the filing and the Sales Agent has Agents have not reasonably objected thereto (provided, however, that the failure of the Sales Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Agents’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Agents, Forward Purchasers, and Forward Sellers under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Agents, Forward Purchasers, and Forward Sellers promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentAgents’, Forward Purchasers’, and Forward Sellers’ ’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Agents’, Forward Purchasers’, and Forward Sellers’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent Agents, Forward Purchasers, and Forward Sellers (provided, however, that the failure of the Sales Agent Agents, Forward Purchasers, or Forward Sellers to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right respective rights of the Agents, Forward Purchasers, and Forward Sellers to rely on the representations and warranties made by the Company and the Operating Partnership Transaction Entities in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Agents, Forward Purchasers, and Forward Sellers within a reasonable period of time before the filing and none of the Sales Agent Agents, Forward Purchasers, and Forward Seller has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Agents, Forward Purchasers, and Forward Sellers to make such objection shall not relieve the Company Transaction Entities of any obligation or liability hereunder, or affect the Sales Agent’s right respective rights of the Agents, Forward Purchasers, and Forward Sellers to rely on the representations and warranties made by the Company and Operating Partnership Transaction Entities in this Agreement) and the Company will furnish to the Sales Agent Agents, Forward Purchasers, and Forward Sellers at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act). If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold, then, prior to issuing any Placement Notice with respect to any such unsold Securities, the Company will take such action as is necessary or appropriate in accordance with this Section 7(a) to permit the public offering and sale of the Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement. In such event, if the Company has not already done so and is eligible to do so, it will, prior to the Renewal Deadline, file with the Commission either (A) a new automatic shelf registration statement or (B), if the Company is not then eligible to file an automatic shelf registration statement, a new shelf registration statement in either case, relating to any unsold Securities and in a form satisfactory to the Agent and its counsel (such filing, a “Replacement Registration Statement”). If the Replacement Registration Statement does not become effective upon filing under Rule 462(e) of the Securities Act, the Company will use its commercially reasonable efforts to cause such Replacement Registration Statement to be declared effective by, or as soon as possible (and in any event within 180 days) after, the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of any unsold Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement.

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities the Shares is required to be delivered by the Sales Agent Underwriters under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Representatives as promptly as reasonably practicable of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, as promptly as reasonably practicable upon the Sales Agent’s Representatives’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Representatives’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent Underwriters (provided, however, that the failure of the Sales Agent Representatives to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Underwriters’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Representatives within a reasonable period of time before the filing and the Sales Agent has Representatives have not reasonably objected thereto (provided, however, that the failure of the Sales Agent Representatives to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Underwriters’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph Securities Act. The Company will not make any such filing, other than documents incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, relating to the Shares unless a copy thereof has been submitted to the Representatives within a reasonable period of Rule 424(b) time before the filing and the Representatives have not reasonably objected thereto (provided, however, that the failure of the Securities Act (without reliance Representatives to make such objection shall not relieve the Company of any obligation or liability hereunder or affect the Representatives’ right to rely on Rule 424(b)(8) of the Securities Actrepresentations and warranties made by the Company in this Agreement).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying Xxxxxxx Xxxxx of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commissionat any time during which a Placement Notice is pending, promptly upon the Sales Agent’s request, any amendments or supplements prior to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file filing any amendment or supplement to the Registration Statement or ProspectusProspectus or any Issuer Free Writing Prospectus pursuant to Rule 424 of the Securities Act Regulations, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless Company will furnish a copy thereof has been submitted to the Sales Agent Xxxxxxx Xxxxx within a reasonable period of time before the prior to filing and the Sales Agent has Xxxxxxx Xxxxx shall not have reasonably objected thereto (providedthereto, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those Prospectus (other than documents available via filed on XXXXX); and (iviii) the Company will promptly cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent BNYMCM under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent BNYMCM promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentBNYMCM’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentBNYMCM’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent BNYMCM (provided, however, that the failure of the Sales Agent BNYMCM to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentBNYMCM’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent BNYMCM within a reasonable period of time before the filing and the Sales Agent BNYMCM has not reasonably objected thereto (provided, however, that the failure of the Sales Agent BNYMCM to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentBNYMCM’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent BNYMCM at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent RBC under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent RBC promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentRBC’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentRBC’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent RBC (provided, however, that the failure of the Sales Agent RBC to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentRBC’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent RBC within a reasonable period of time before the filing and the Sales Agent RBC has not reasonably objected thereto (provided, however, that the failure of the Sales Agent RBC to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentRBC’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent RBC at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Jefferies under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Jefferies promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Jefferies’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Jefferies’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Jefferies (provided, however, that the failure of the Sales Agent Jefferies to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Jefferies’ right to rely on the representations and warranties made by the Company and the Operating Partnership Transaction Entities in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Jefferies within a reasonable period of time before the filing and the Sales Agent Jefferies has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Jefferies to make such objection shall not relieve the Company Transaction Entities of any obligation or liability hereunder, or affect the Sales Agent’s Jefferies’ right to rely on the representations and warranties made by the Company and Operating Partnership Transaction Entities in this Agreement) and the Company will furnish to the Sales Agent Jefferies at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act). If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold, then, prior to issuing any Placement Notice with respect to any such unsold Securities, the Company will take such action as is necessary or appropriate in accordance with this Section 7(a) to permit the public offering and sale of the Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement. In such event, if the Company has not already done so and is eligible to do so, it will, prior to the Renewal Deadline, file with the Commission either (A) a new automatic shelf registration statement or (B), if the Company is not then eligible to file an automatic shelf registration statement, a new shelf registration statement in either case, relating to any unsold Securities and in a form satisfactory to Jefferies and its counsel (such filing, a “Replacement Registration Statement”). If the Replacement Registration Statement does not become effective upon filing under Rule 462(e) of the Securities Act, the Company will use its commercially reasonable efforts to cause such Replacement Registration Statement to be declared effective by, or as soon as possible (and in any event within 180 days) after, the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of any unsold Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement.

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Citigroup under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Citigroup promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentCitigroup’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentCitigroup’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Citigroup (provided, however, that the failure of the Sales Agent Citigroup to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentCitigroup’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Citigroup within a reasonable period of time before the filing and the Sales Agent Citigroup has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Citigroup to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentCitigroup’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Citigroup at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Credit Agricole under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Credit Agricole promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Credit Agricole within a reasonable period of time before the filing and the Sales Agent Credit Agricole has not reasonably objected thereto (provided, however, (A) that the failure of the Sales Agent Credit Agricole to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentCredit Agricole’s right to rely on the representations and warranties made by the Company and Operating Partnership in this AgreementAgreement and (B) that the Company has no obligation to provide Credit Agricole any advance copy of such filing or to provide Credit Agricole an opportunity to object to such filing if such filing does not name Credit Agricole or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Sales Agent Credit Agricole at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar rule), (i) the Company will notify the Sales Agent Agents, the Forward Purchasers and the Forward Sellers promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales any Agent’s, Forward Purchaser’s or Forward Seller’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales any Agent’s, Forward Purchaser’s or Forward Seller’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Shares (provided, provided however, that the failure of any of the Sales Agent Agents, the Forward Purchasers or the Forward Sellers to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales any Agent’s, Forward Purchaser’s or Forward Seller’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Agents, Forward Purchasers and Forward Sellers within a reasonable period of time before the filing and none of the Sales Agent Agents, Forward Purchasers or Forward Sellers has not reasonably objected in writing thereto (provided, provided however, that (x) the failure of any of the Sales Agent Agents, Forward Purchasers or Forward Sellers to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect any of the Sales Agent’s, Forward Purchaser’s or Forward Seller’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement, and (y) the Company has no obligation to provide the Agents, Forward Purchasers or Forward Sellers any advance copy of such filing or to provide the Agents, Forward Purchasers or Forward Sellers an opportunity to object to such filing if such filing does not name any of the Agents, Forward Purchasers or Forward Sellers or specifically discuss the Shares as contemplated hereby) and the Company will furnish to the Sales Agent Agents, Forward Purchasers and Forward Sellers at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or similar rule under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the company may satisfy this Section 7(a) by notifying Xxxxx of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commissionat any time during which a Placement Notice is pending, promptly upon the Sales Agent’s request, any amendments or supplements prior to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file filing any amendment or supplement to the Registration Statement or ProspectusProspectus or any Issuer Free Writing Prospectus pursuant to Rule 424 of the Securities Act Regulations, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless Company will furnish a copy thereof has been submitted to the Sales Agent Xxxxx within a reasonable period of time before the prior to filing and the Sales Agent has Xxxxx shall not have reasonably objected thereto (providedthereto, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those Prospectus (other than documents available via filed on XXXXX); and (iviii) the Company will promptly cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying Xxxxxxx of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commissionat any time during which a Placement Notice is pending, promptly upon the Sales Agent’s request, any amendments or supplements prior to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file filing any amendment or supplement to the Registration Statement or ProspectusProspectus or any Issuer Free Writing Prospectus pursuant to Rule 424 of the Securities Act Regulations, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless Company will furnish a copy thereof has been submitted to the Sales Agent Xxxxxxx within a reasonable period of time before the prior to filing and the Sales Agent has Xxxxxxx shall not have reasonably objected thereto (providedthereto, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Xxxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those Prospectus (other than documents available via filed on XXXXX); and (iviii) the Company will promptly cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent UBS Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent UBS Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent UBS Securities within a reasonable period of time before the filing and the Sales Agent UBS Securities has not reasonably objected thereto (provided, however, that the failure of the Sales Agent UBS Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s UBS Securities’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent UBS Securities at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxx Fargo Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar rule(“Rule 172”)), (i) the Company will notify the Sales Agent Xxxxx Fargo Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying Xxxxx Fargo Securities, of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Xxxxx Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Xxxxx Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Xxxxx Fargo Securities (provided, however, that the failure of the Sales Agent Xxxxx Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx Fargo Securities’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Xxxxx Fargo Securities within a reasonable period of time before the filing and the Sales Agent Xxxxx Fargo Securities has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Xxxxx Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx Fargo Securities’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Xxxxx Fargo Securities at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxx as promptly as reasonably practicable of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, as promptly as reasonably practicable upon the Sales Agent’s Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent Xxxxx (provided, however, that the failure of the Sales Agent Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Xxxxx within a reasonable period of time before the filing and the Sales Agent Xxxxx has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx’x right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Jefferies under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Jefferies promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Jefferies’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Jefferies’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Jefferies (provided, however, that the failure of the Sales Agent Jefferies to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Jefferies’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Jefferies within a reasonable period of time before the filing and the Sales Agent Jefferies has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Jefferies to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Jefferies’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Jefferies at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent RBC under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar rule(“Rule 172”)), (i) the Company will notify the Sales Agent RBC promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying RBC, of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentRBC’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s RBC’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent RBC (provided, however, that the failure of the Sales Agent RBC to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentRBC’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent RBC within a reasonable period of time before the filing and the Sales Agent RBC has not reasonably objected thereto (provided, however, that the failure of the Sales Agent RBC to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentRBC’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent RBC at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).and

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Securities Units is required to be delivered by the Sales Agent Mxxxxx Txxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Mxxxxx Txxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information relating thereto, (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Mxxxxx Txxxx'x request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Mxxxxx Txxxx'x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Units by the Sales Agent Mxxxxx Txxxx (provided, however, that the failure of the Sales Agent Mxxxxx Txxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Mxxxxx Txxxx'x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Units or a security convertible into the Placement Securities Units unless a copy thereof has been submitted to the Sales Agent Mxxxxx Txxxx within a reasonable period of time before the filing and the Sales Agent Mxxxxx Txxxx has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Mxxxxx Txxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Mxxxxx Txxxx'x right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) ), and the Company will furnish to the Sales Agent Mxxxxx Txxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent SunTrust under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent SunTrust promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentSunTrust’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentSunTrust’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent SunTrust (provided, however, that the failure of the Sales Agent SunTrust to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentSunTrust’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent SunTrust within a reasonable period of time before the filing and the Sales Agent SunTrust has not reasonably objected thereto (provided, however, that the failure of the Sales Agent SunTrust to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentSunTrust’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent SunTrust at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Manager under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Manager promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Manager within a reasonable period of time before the filing and the Sales Agent Manager has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Manager’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Manager at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Citigroup under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Citigroup promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying Citigroup of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commissionat any time during which a Placement Notice is pending, promptly upon the Sales Agent’s request, any amendments or supplements prior to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file filing any amendment or supplement to the Registration Statement or ProspectusProspectus or any Issuer Free Writing Prospectus pursuant to Rule 424 of the Securities Act Regulations, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless Company will furnish a copy thereof has been submitted to the Sales Agent Citigroup within a reasonable period of time before the prior to filing and the Sales Agent has Citigroup shall not have reasonably objected thereto (providedthereto, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Citigroup at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those Prospectus (other than documents available via filed on XXXXX); and (iviii) the Company will promptly cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Mitsubishi under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) to the extent that such information is not filed via IDEA, the Company will notify the Sales Agent Mitsubishi promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentMitsubishi’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentMitsubishi’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent Mitsubishi (provided, however, that the failure of the Sales Agent Mitsubishi to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentMitsubishi’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Mitsubishi within a reasonable period of time before the filing and the Sales Agent Mitsubishi has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Mitsubishi to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentMitsubishi’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Mitsubishi at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, reasonably promptly upon the Sales Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Agents (provided, however, that the failure of the Sales Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Agents’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Agents within a reasonable period of time before the filing and the Sales Agent has not Agents have not, acting in good faith, reasonably objected thereto (provided, however, that the failure of the Sales Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Agents’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Agents or the Forward Sellers under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar rule), (i) the Company will notify the Sales Agent Agents and the Forward Sellers promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (in all cases, except for documents incorporated by reference or any amendment, supplement or comment letter relating solely to the issuance or offering of securities other than the Shares), (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Agents’ or Forward Sellers’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Agents’ or Forward Sellers’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales an Agent or Forward Seller (provided, provided however, that the failure of the Sales Agent Agents or Forward Seller to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Agents’ or Forward Sellers’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement (provided further that the only remedy the Agents and Forward Sellers have with respect to the failure to make such filing will be to cease making sales under this Agreement)); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Agents or Forward Sellers within a reasonable period of time before the filing and the Sales Agent has Agents or Forward Sellers have not reasonably objected in writing thereto (provided, provided however, that (i) the failure of the Sales Agent Agents or Forward Sellers to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Agents’ or Forward Sellers’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement (provided that the only remedy the Agents or Forward Sellers have with respect to the failure by the Company to so submit such proposed filing to the Agents or Forward Sellers will be to cease making sales under this Agreement), and (ii) the Company has no obligation to provide the Agents or Forward Sellers any advance copy of such filing or to provide the Agents or Forward Sellers an opportunity to object to such filing if such filing does not name the Agents or Forward Sellers or specifically discuss the Shares as contemplated hereby) and the Company will furnish to the Sales Agent Agents and Forward Sellers at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxx as promptly as reasonably practicable of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, as promptly as reasonably practicable upon the Sales Agent’s Xxxxx'x request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Xxxxx'x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent Xxxxx (provided, however, that the failure of the Sales Agent Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx'x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Xxxxx within a reasonable period of time before the filing and the Sales Agent Xxxxx has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx'x right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph Securities Act; and (v) the Company has paid or will pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of Rule 424(bthe Securities Act and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act (without reliance on including, if applicable, by updating the "Calculation of Registration Fee" table in accordance with Rule 424(b)(8456(b)(1)(ii) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership Transaction Entities in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company Transaction Entities of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership Transaction Entities in this Agreement) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act). If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold, then, prior to issuing any Placement Notice with respect to any such unsold Securities, the Company will take such action as is necessary or appropriate in accordance with this Section 7(a) to permit the public offering and sale of the Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement. In such event, if the Company has not already done so and is eligible to do so, it will, prior to the Renewal Deadline, file with the Commission either (A) a new automatic shelf registration statement or (B), if the Company is not then eligible to file an automatic shelf registration statement, a new shelf registration statement in either case, relating to any unsold Securities and in a form satisfactory to the Agent and its counsel (such filing, a “Replacement Registration Statement”). If the Replacement Registration Statement does not become effective upon filing under Rule 462(e) of the Securities Act, the Company will use its commercially reasonable efforts to cause such Replacement Registration Statement to be declared effective by, or as soon as possible (and in any event within 180 days) after, the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of any unsold Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement.

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales an Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or similar rule under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a) by notifying the Agents of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commissionat any time during which a Placement Notice is pending, promptly upon the Sales Agent’s request, any amendments or supplements prior to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file filing any amendment or supplement to the Registration Statement or ProspectusProspectus or any Issuer Free Writing Prospectus pursuant to Rule 424 of the Securities Act Regulations, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless Company will furnish a copy thereof has been submitted to the Sales Agent Agents within a reasonable period of time before the prior to filing and the Sales Agent has Agents shall not have reasonably objected thereto (providedthereto, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those Prospectus (other than documents available via XXXXXfiled on EXXXX); and (iviii) the Company will promptly cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar rule(“Rule 172”)), (i) the Company will notify the Sales Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying the Sales Agents of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commission, promptly upon the a Current Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the such Current Sales Agent (provided, however, that the failure of the such Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the such Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Agents within a reasonable period of time before the filing and the Sales Agent has Agents have not reasonably objected thereto (provided, however, that the failure of the Sales Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Agents’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or similar rule under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the company may satisfy this Section 7(a) by notifying Xxxxxxx of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commissionat any time during which a Placement Notice is pending, promptly upon the Sales Agent’s request, any amendments or supplements prior to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file filing any amendment or supplement to the Registration Statement or ProspectusProspectus or any Issuer Free Writing Prospectus pursuant to Rule 424 of the Securities Act Regulations, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless Company will furnish a copy thereof has been submitted to the Sales Agent Xxxxxxx within a reasonable period of time before the prior to filing and the Sales Agent has Xxxxxxx shall not have reasonably objected thereto (providedthereto, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Xxxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those Prospectus (other than documents available via filed on XXXXX); and (iviii) the Company will promptly cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares or Purchased Securities is required to be delivered by the Sales Agent [Agent] under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) to the extent that such information is not filed via IDEA, the Company will notify the Sales Agent [Agent] promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales [Agent’s ]’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales [Agent’s ]’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by [Agent] or the sale of Purchased Securities by the Sales Agent in a Principal Transaction (provided, however, that the failure of the Sales Agent [Agent] to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales [Agent’s ]’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or Purchased Securities or a security convertible into the Placement Shares or Purchased Securities unless a copy thereof has been submitted to the Sales Agent [Agent] within a reasonable period of time before the filing and the Sales Agent [Agent] has not reasonably objected thereto (provided, however, that the failure of the Sales Agent [Agent] to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales [Agent’s ]’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent [Agent] at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Managers under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Managers promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Managers’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Managers’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Managers (provided, however, that the failure of the Sales Agent Managers to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Managers’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Managers within a reasonable period of time before the filing and the Sales Agent has Managers have not reasonably objected thereto (provided, however, that the failure of the Sales Agent Managers to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Manages’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Managers at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities the Shares is required to be delivered by the Sales Agent Underwriters under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Representative as promptly as reasonably practicable of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, as promptly as reasonably practicable upon the Sales Agent’s Representative's request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Representative's reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent Underwriters (provided, however, that the failure of the Sales Agent Representative to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Underwriters' right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Representative within a reasonable period of time before the filing and the Sales Agent Representative has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Representative to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Underwriters' right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph Securities Act. The Company will not make any such filing, other than documents incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, relating to the Shares unless a copy thereof has been submitted to the Representative within a reasonable period of Rule 424(b) time before the filing and the Representative has not reasonably objected thereto (provided, however, that the failure of the Securities Act (without reliance Representative to make such objection shall not relieve the Company of any obligation or liability hereunder or affect the Representative's right to rely on Rule 424(b)(8) of the Securities Actrepresentations and warranties made by the Company in this Agreement).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent SunTrust Xxxxxxxx Xxxxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent SunTrust Xxxxxxxx Xxxxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentSunTrust Xxxxxxxx Humphrey’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentSunTrust Xxxxxxxx Humphrey’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent SunTrust Xxxxxxxx Xxxxxxxx (provided, however, that the failure of the Sales Agent SunTrust Xxxxxxxx Xxxxxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentSunTrust Xxxxxxxx Humphrey’s right to rely on the representations and warranties made by the Company and the Operating Partnership Transaction Entities in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent SunTrust Xxxxxxxx Xxxxxxxx within a reasonable period of time before the filing and the Sales Agent SunTrust Xxxxxxxx Xxxxxxxx has not reasonably objected thereto (provided, however, that the failure of the Sales Agent SunTrust Xxxxxxxx Xxxxxxxx to make such objection shall not relieve the Company Transaction Entities of any obligation or liability hereunder, or affect the Sales AgentSunTrust Xxxxxxxx Humphrey’s right to rely on the representations and warranties made by the Company and Operating Partnership Transaction Entities in this Agreement) and the Company will furnish to the Sales Agent SunTrust Xxxxxxxx Xxxxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act). If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold, then, prior to issuing any Placement Notice with respect to any such unsold Securities, the Company will take such action as is necessary or appropriate in accordance with this Section 7(a) to permit the public offering and sale of the Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement. In such event, if the Company has not already done so and is eligible to do so, it will, prior to the Renewal Deadline, file with the Commission either (A) a new automatic shelf registration statement or (B), if the Company is not then eligible to file an automatic shelf registration statement, a new shelf registration statement in either case, relating to any unsold Securities and in a form satisfactory to SunTrust Xxxxxxxx Xxxxxxxx and its counsel (such filing, a “Replacement Registration Statement”). If the Replacement Registration Statement does not become effective upon filing under Rule 462(e) of the Securities Act, the Company will use its commercially reasonable efforts to cause such Replacement Registration Statement to be declared effective by, or as soon as possible (and in any event within 180 days) after, the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of any unsold Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement.

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Barclays under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Barclays promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Barclays’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Barclays’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent Barclays (provided, however, that the failure of the Sales Agent Barclays to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Barclays’ right to rely on the representations and warranties made by the Company and the Operating Partnership Transaction Entities in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Barclays within a reasonable period of time before the filing and the Sales Agent Barclays has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Barclays to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Barclays’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Barclays at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent BMO under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) to the extent that such information is not filed via IDEA, the Company will notify the Sales Agent BMO promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentBMO’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentBMO’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent BMO (provided, however, that the failure of the Sales Agent BMO to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentBMO’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent BMO within a reasonable period of time before the filing and the Sales Agent BMO has not reasonably objected thereto (provided, however, that the failure of the Sales Agent BMO to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentBMO’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent BMO at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Manager under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Manager promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentManager’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentManager’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Manager (provided, however, that the failure of the Sales Agent Manager to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentManager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Manager within a reasonable period of time before the filing and the Sales Agent Manager has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentManager’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Manager at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act). If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold, then, prior to issuing any Placement Notice with respect to any such unsold Securities, the Company will take such action as is necessary or appropriate in accordance with this Section 7(a) to permit the public offering and sale of the Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement. In such event, if the Company has not already done so and is eligible to do so, it will, prior to the Renewal Deadline, file with the Commission either (A) a new automatic shelf registration statement or (B), if the Company is not then eligible to file an automatic shelf registration statement, a new shelf registration statement in either case, relating to any unsold Securities and in a form satisfactory to the Manager and Manager Counsel (such filing, a “Replacement Registration Statement”). If the Replacement Registration Statement does not become effective upon filing under Rule 462(e) of the Securities Act, the Company will use its commercially reasonable efforts to cause such Replacement Registration Statement to be declared effective by, or as soon as possible (and in any event within 180 days) after, the Renewal Deadline. The Company will pay the fees required by the Commission relating to the Placement Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r). The Company will use its commercially reasonable efforts to take all other action necessary or appropriate to permit the public offering and sale of any unsold Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement.

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent SunTrust under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent SunTrust promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentSunTrust’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentSunTrust’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent SunTrust (provided, however, that the failure of the Sales Agent SunTrust to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentSunTrust’s right to rely on the representations and warranties made by the Company and the Operating Partnership Transaction Entities in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent SunTrust within a reasonable period of time before the filing and the Sales Agent SunTrust has not reasonably objected thereto (provided, however, that the failure of the Sales Agent SunTrust to make such objection shall not relieve the Company Transaction Entities of any obligation or liability hereunder, or affect the Sales AgentSunTrust’s right to rely on the representations and warranties made by the Company and Operating Partnership Transaction Entities in this Agreement) and the Company will furnish to the Sales Agent SunTrust at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act). If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold, then, prior to issuing any Placement Notice with respect to any such unsold Securities, the Company will take such action as is necessary or appropriate in accordance with this Section 7(a) to permit the public offering and sale of the Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement. In such event, if the Company has not already done so and is eligible to do so, it will, prior to the Renewal Deadline, file with the Commission either (A) a new automatic shelf registration statement or (B), if the Company is not then eligible to file an automatic shelf registration statement, a new shelf registration statement in either case, relating to any unsold Securities and in a form satisfactory to SunTrust and its counsel (such filing, a “Replacement Registration Statement”). If the Replacement Registration Statement does not become effective upon filing under Rule 462(e) of the Securities Act, the Company will use its commercially reasonable efforts to cause such Replacement Registration Statement to be declared effective by, or as soon as possible (and in any event within 180 days) after, the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of any unsold Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement.

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying Xxxxx of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commissionat any time during which a Placement Notice is pending, promptly upon the Sales Agent’s request, any amendments or supplements prior to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file filing any amendment or supplement to the Registration Statement or ProspectusProspectus or any Issuer Free Writing Prospectus pursuant to Rule 424 of the Securities Act Regulations, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless Company will furnish a copy thereof has been submitted to the Sales Agent Xxxxx within a reasonable period of time before the prior to filing and the Sales Agent has Xxxxx shall not have reasonably objected thereto (providedthereto, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those Prospectus (other than documents available via filed on XXXXX); and (iviii) the Company will promptly cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxxx Xxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleRegulations), (i) the Company will notify the Sales Agent Xxxxxx Xxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Xxxxxx Xxxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Xxxxxx Xxxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Xxxxxx Xxxxxx (provided, however, that the failure of the Sales Agent Xxxxxx Xxxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxxx Xxxxxx’x right to rely on the representations and warranties made by the Company and or the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Xxxxxx Xxxxxx within a reasonable period of time before the filing and the Sales Agent Xxxxxx Xxxxxx has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Xxxxxx Xxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxxx Xxxxxx’x right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Xxxxxx Xxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Regulations (without reliance on Rule 424(b)(8) of the Securities ActAct Regulations).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Xxxxx (provided, however, that the failure of the Sales Agent Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Xxxxx within a reasonable period of time before the filing and the Sales Agent Xxxxx has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx’x right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Wxxxx Fargo Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Wxxxx Fargo Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Wxxxx Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Wxxxx Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Wxxxx Fargo Securities (provided, however, that the failure of the Sales Agent Wxxxx Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Wxxxx Fargo Securities’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Wxxxx Fargo Securities within a reasonable period of time before the filing and the Sales Agent Wxxxx Fargo Securities has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Wxxxx Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Wxxxx Fargo Securities’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Wxxxx Fargo Securities at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent HSBC under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent HSBC promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentHSBC’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentHSBC’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent HSBC (provided, however, that the failure of the Sales Agent HSBC to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentHSBC’s right to rely on the representations and warranties made by the Company and the Operating Partnership Transaction Entities in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent HSBC within a reasonable period of time before the filing and the Sales Agent HSBC has not reasonably objected thereto (provided, however, that the failure of the Sales Agent HSBC to make such objection shall not relieve the Company Transaction Entities of any obligation or liability hereunder, or affect the Sales AgentHSBC’s right to rely on the representations and warranties made by the Company and Operating Partnership Transaction Entities in this Agreement) and the Company will furnish to the Sales Agent HSBC at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act). If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold, then, prior to issuing any Placement Notice with respect to any such unsold Securities, the Company will take such action as is necessary or appropriate in accordance with this Section 7(a) to permit the public offering and sale of the Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement. In such event, if the Company has not already done so and is eligible to do so, it will, prior to the Renewal Deadline, file with the Commission either (A) a new automatic shelf registration statement or (B), if the Company is not then eligible to file an automatic shelf registration statement, a new shelf registration statement in either case, relating to any unsold Securities and in a form satisfactory to HSBC and its counsel (such filing, a “Replacement Registration Statement”). If the Replacement Registration Statement does not become effective upon filing under Rule 462(e) of the Securities Act, the Company will use its commercially reasonable efforts to cause such Replacement Registration Statement to be declared effective by, or as soon as possible (and in any event within 180 days) after, the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of any unsold Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement.

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Wxxxx Fargo Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under Act, the Securities Act or any applicable similar rule), Fund (i) the Company will notify the Sales Agent Wxxxx Fargo Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation or of any notice the Fund receives from the Commission pursuant to Rule 401(g)(2) of the Securities Act; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Wxxxx Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Wxxxx Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Wxxxx Fargo Securities (provided, however, that the failure of the Sales Agent Wxxxx Fargo Securities to make such request shall not relieve the Company Fund of any obligation or liability hereunder, or affect the Sales Agent’s Wxxxx Fargo Securities’ right to rely on the representations and warranties made by the Company and the Operating Partnership Fund in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Wxxxx Fargo Securities within a reasonable period of time before the filing and the Sales Agent Wxxxx Fargo Securities has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Wxxxx Fargo Securities to make such objection shall not relieve the Company Fund of any obligation or liability hereunder, or affect the Sales Agent’s Wxxxx Fargo Securities’ right to rely on the representations and warranties made by the Company and Operating Partnership Fund in this Agreement) and the Company Fund will furnish to the Sales Agent Wxxxx Fargo Securities at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on 497 or Rule 424(b)(8) of 424, as applicable, the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Securities Units is required to be delivered by the Sales Agent Mizuho Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Mizuho Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information relating thereto, (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Mizuho Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Mizuho Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Units by Mizuho Securities by the Sales Agent (provided, however, that the failure of the Sales Agent Mizuho Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Mizuho Securities’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Units or a security convertible into the Placement Securities Units unless a copy thereof has been submitted to the Sales Agent Mizuho Securities within a reasonable period of time before the filing and the Sales Agent Mizuho Securities has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Mizuho Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Mizuho Securities’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) ), and the Company will furnish to the Sales Agent Mizuho Securities at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).. If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Units remain unsold by Mizuho Securities, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, a new shelf registration statement relating to the Units, in a form satisfactory to Mizuho Securities and will use its reasonable best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will use its reasonable best efforts to take all other action necessary or appropriate to permit the public offering and sale of the Units to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall include such new shelf registration statement

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent KeyBanc under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or similar rule under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent KeyBanc promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the company may satisfy this Section 7(a) by notifying KeyBanc of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commissionat any time during which a Placement Notice is pending, promptly upon the Sales Agent’s request, any amendments or supplements prior to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file filing any amendment or supplement to the Registration Statement or ProspectusProspectus or any Issuer Free Writing Prospectus pursuant to Rule 424 of the Securities Act Regulations, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless Company will furnish a copy thereof has been submitted to the Sales Agent KeyBanc within a reasonable period of time before the prior to filing and the Sales Agent has KeyBanc shall not have reasonably objected thereto (providedthereto, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent KeyBanc at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those Prospectus (other than documents available via filed on XXXXX); and (iviii) the Company will promptly cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Agents (provided, however, that the failure of the Sales Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Agents’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Agents within a reasonable period of time before the filing and the Sales Agent Agents has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Agents’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Agents or the Forward Sellers under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar rule), (i) the Company will notify the Sales Agent Agents and the Forward Sellers promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (in all cases, except for documents incorporated by reference or any amendment, supplement or comment letter relating solely to the issuance or offering of securities other than the Shares), (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Agents’ or Forward Sellers’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Agents’ or Forward Sellers’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales an Agent or Forward Seller (provided, provided however, that the failure of the Sales Agent Agents or Forward Seller to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Agents’ or Forward Sellers’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement (provided further that the only remedy the Agents and Forward Sellers have with respect to the failure to make such filing will be to cease making sales under this Agreement)); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Agents or Forward Sellers within a reasonable period of time before the filing and the Sales Agent has Agents or Forward Sellers have not reasonably objected in writing thereto (provided, provided however, that (i) the failure of the Sales Agent Agents or Forward Sellers to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Agents’ or Forward Sellers’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement (provided that the only remedy the Agents or Forward Sellers have with respect to the failure by the Company to so submit such proposed filing to the Agents or Forward Sellers will be to cease making sales under this Agreement), and (ii) the Company has no obligation to provide the Agents or Forward Sellers any advance copy of such filing or to provide the Agents or Forward Sellers an opportunity to object to such filing if such filing does not name the Agents or Forward Sellers or specifically discuss the Shares as contemplated hereby) and the Company will furnish to the Sales Agent Agents and Forward Sellers at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Capital One Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Capital One Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Capital One Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Capital One Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Capital One Securities (provided, however, that the failure of the Sales Agent Capital One Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Capital One Securities’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Capital One Securities within a reasonable period of time before the filing and the Sales Agent Capital One Securities has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Capital One Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Capital One Securities’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Capital One Securities at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will shall notify the Sales Agent Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will shall prepare and file with the Commission, promptly upon the Sales Agent’s Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Xxxxxxx Xxxxx (provided, however, that the failure of the Sales Agent Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will shall not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Merrill Xxxxx within a reasonable period of time before the filing and the Sales Agent Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will shall furnish to the Sales Agent Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will shall cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent (( provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Agents or the Forward Sellers under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar rule), (i) the Company will notify the Sales Agent Agents, the Forward Purchasers and the Forward Sellers promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (in all cases, except for documents incorporated by reference or any amendment, supplement or comment letter relating solely to the issuance or offering of securities other than the Shares), (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Agents’, Forward Purchasers’ or Forward Sellers’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Agents’, Forward Purchasers’ or Forward Sellers’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent an Agent, Forward Purchaser or Forward Seller (provided, provided however, that the failure of the Sales Agent Agents, Forward Purchaser or Forward Seller to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Agents’, Forward Purchasers’ or Forward Sellers’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement (provided further that the only remedy the Agents, the Forward Purchasers and Forward Sellers have with respect to the failure to make such filing will be to cease making sales under this Agreement)); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Agents, the Forward Purchasers and the Forward Sellers within a reasonable period of time before the filing and the Sales Agent has Agents, the Forward Purchasers and the Forward Sellers have not reasonably objected in writing thereto (provided, provided however, that (i) the failure of the Sales Agent Agents, the Forward Purchasers or the Forward Sellers to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Agents’, the Forward Purchasers’ or the Forward Sellers’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement (provided that the only remedy the Agents, the Forward Purchasers or the Forward Sellers have with respect to the failure by the Company to so submit such proposed filing to the Agents, the Forward Purchasers or the Forward Sellers will be to cease making sales under this Agreement), and (ii) the Company has no obligation to provide the Agents, the Forward Purchasers or the Forward Sellers any advance copy of such filing or to provide the Agents, the Forward Purchasers or the Forward Sellers an opportunity to object to such filing if such filing does not name the Agents, the Forward Purchasers or the Forward Sellers or specifically discuss the Shares as contemplated hereby) and the Company will furnish to the Sales Agent Agents, the Forward Purchasers and the Forward Sellers at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act). The Company will pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act.

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent KeyBanc under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent KeyBanc promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentKeyBanc’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentKeyBanc’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent KeyBanc (provided, however, that the failure of the Sales Agent KeyBanc to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentKeyBanc’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file with the Commission any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent KeyBanc within a reasonable period of time before the filing and the Sales Agent KeyBanc has not reasonably objected thereto (provided, however, that the failure of the Sales Agent KeyBanc to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentKeyBanc’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent KeyBanc at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEDXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Xxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information relating thereto, (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Xxxxxx Xxxxx'x request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Xxxxxx Xxxxx'x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent Xxxxxx Xxxxx (provided, however, that the failure of the Sales Agent Xxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxxx Xxxxx'x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Xxxxxx Xxxxx within a reasonable period of time before the filing and the Sales Agent Xxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Xxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxxx Xxxxx'x right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) ), and the Company will furnish to the Sales Agent Xxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales either Distribution Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) to the extent that such information is not filed via XXXXX, the Company will notify the Sales Agent Distribution Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales a Distribution Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales that Distribution Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales that Distribution Agent (provided, however, that the failure of the Sales that Distribution Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Distribution Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares, nor will the Company file a New Registration Statement unless a copy thereof has been submitted to the Sales that Distribution Agent within a reasonable period of time before the filing and the Sales Company has consulted with that Distribution Agent regarding any reasonable objection the Distribution Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Distribution Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Distribution Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Distribution Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar rule), (i) the Company will notify the Sales Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (in all cases, except for documents incorporated by reference or any amendment, supplement or comment letter relating solely to the issuance or offering of securities other than the Placement Shares), (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales an Agent (provided, provided however, that the failure of the Sales Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Agents’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement (provided further that the only remedy the Agents have with respect to the failure to make such filing will be to cease making sales under this Agreement)); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Agents within a reasonable period of time before the filing and the Sales Agent has Agents have not reasonably objected in writing thereto (provided, provided however, that (i) the failure of the Sales Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Agents’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement (provided that the only remedy the Agents have with respect to the failure by the Company to so submit such proposed filing to the Agents will be to cease making sales under this Agreement), and (ii) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if such filing does not name the Agents or specifically discuss the Placement Shares as contemplated hereby) and the Company will furnish to the Sales Agent Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or similar rule under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the company may satisfy this Section 7(a) by notifying Xxxxxxx Xxxxx of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commissionat any time during which a Placement Notice is pending, promptly upon the Sales Agent’s request, any amendments or supplements prior to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file filing any amendment or supplement to the Registration Statement or ProspectusProspectus or any Issuer Free Writing Prospectus pursuant to Rule 424 of the Securities Act Regulations, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless Company will furnish a copy thereof has been submitted to the Sales Agent Xxxxxxx Xxxxx within a reasonable period of time before the prior to filing and the Sales Agent has Xxxxxxx Xxxxx shall not have reasonably objected thereto (providedthereto, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those Prospectus (other than documents available via filed on XXXXX); and (iviii) the Company will promptly cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales request by an Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales an Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales any Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file with the Commission any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Agents within a reasonable period of time before the filing and the Sales Agent has Agents have not reasonably objected thereto (provided, however, that the failure of the Sales any Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent RBCCM. under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) to the extent that such information is not filed via XXXXX, the Company will notify the Sales Agent RBCCM promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent RBCCM within a reasonable period of time before the filing and the Sales Agent RBCCM has not reasonably objected thereto (provided, however, that the failure of the Sales Agent RBCCM to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentRBCCM’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent RBCCM at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Placement Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Placement Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed with the Commission and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Placement Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Placement Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Placement Agent (provided, however, that the failure of the Sales Placement Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Placement Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this AgreementAgreement and, provided further, that the only remedy the Placement Agent shall have with respect to the failure to make such filing shall be to cease making any sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Placement Agent within a reasonable period of time before the filing and the Sales Placement Agent has not reasonably objected made a reasonable and timely objection thereto (provided, however, that (A) the failure of the Sales Placement Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Placement Agent’s right to rely on the representations and warranties made by the Company in this Agreement and Operating Partnership in (B) the Company shall have no obligation to provide the Placement Agent any advance copy of such filing or to provide the Placement Agent any opportunity to object to such filing if such filing does not name the Placement Agent and does not relate to the transactions contemplated by this Agreement) and the Company will furnish to the Sales Placement Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXXXXXX and, provided further, that the only remedy the Placement Agent shall have with respect to the failure by the Company to obtain such consent or provide such copy shall be to cease making sales under this Agreement; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Manager under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Manager promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentManager’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentManager’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent Manager (provided, however, that the failure of the Sales Agent Manager to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentManager’s right to rely on the representations and warranties made by the Company and the Operating Partnership Transaction Entities in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Manager within a reasonable period of time before the filing and the Sales Agent Manager has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentManager’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Manager at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Ladenburg under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Ladenburg promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentLadenburg’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentLadenburg’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent Ladenburg (provided, provided however, that the failure of the Sales Agent Ladenburg to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentLadenburg’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Ladenburg within a reasonable period of time before the filing and the Sales Agent Ladenburg has not reasonably objected in writing thereto (provided, provided however, that (i) the failure of the Sales Agent Ladenburg to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentLadenburg’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement, and (ii) the Company has no obligation to provide Ladenburg any advance copy of such filing or to provide Ladenburg an opportunity to object to such filing if such filing does not name Ladenburg or specifically discuss the Placement Shares as contemplated hereby) and the Company will furnish to the Sales Agent Ladenburg at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Barclays under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Barclays promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Barclays’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Barclays’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent Barclays (provided, provided however, that the failure of the Sales Agent Barclays to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Barclays’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Barclays within a reasonable period of time before the filing and the Sales Agent Barclays has not reasonably objected in writing thereto (provided, provided however, that (i) the failure of the Sales Agent Barclays to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Barclays’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement, and (ii) the Company has no obligation to provide Barclays any advance copy of such filing or to provide Barclays an opportunity to object to such filing if such filing does not name Barclays or specifically discuss the Placement Shares as contemplated hereby) and the Company will furnish to the Sales Agent Barclays at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent X.X. Xxxxxx Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent X.X. Xxxxxx Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s X.X. Xxxxxx Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s X.X. Xxxxxx Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent X.X. Xxxxxx Securities (provided, however, that the failure of the Sales Agent X.X. Xxxxxx Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s X.X. Xxxxxx Securities’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent X.X. Xxxxxx Securities within a reasonable period of time before the filing and the Sales Agent X.X. Xxxxxx Securities has not reasonably objected thereto (provided, however, that the failure of the Sales Agent X.X. Xxxxxx Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s X.X. Xxxxxx Securities’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent X.X. Xxxxxx Securities at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxx Xxxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxx Xxxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Xxxxx Xxxxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Xxxxx Xxxxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Xxxxx Xxxxxxx (provided, however, that the failure of the Sales Agent Xxxxx Xxxxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx Xxxxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership Transaction Entities in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Xxxxx Xxxxxxx within a reasonable period of time before the filing and the Sales Agent Xxxxx Xxxxxxx has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Xxxxx Xxxxxxx to make such objection shall not relieve the Company Transaction Entities of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx Xxxxxxx’x right to rely on the representations and warranties made by the Company and Operating Partnership Transaction Entities in this Agreement) and the Company will furnish to the Sales Agent Xxxxx Xxxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act). If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold, then, prior to issuing any Placement Notice with respect to any such unsold Securities, the Company will take such action as is necessary or appropriate in accordance with this Section 7(a) to permit the public offering and sale of the Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement. In such event, if the Company has not already done so and is eligible to do so, it will, prior to the Renewal Deadline, file with the Commission either (A) a new automatic shelf registration statement or (B), if the Company is not then eligible to file an automatic shelf registration statement, a new shelf registration statement in either case, relating to any unsold Securities and in a form satisfactory to Xxxxx Xxxxxxx and its counsel (such filing, a “Replacement Registration Statement”). If the Replacement Registration Statement does not become effective upon filing under Rule 462(e) of the Securities Act, the Company will use its commercially reasonable efforts to cause such Replacement Registration Statement to be declared effective by, or as soon as possible (and in any event within 180 days) after, the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of any unsold Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement.

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent KBCM under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) to the extent that such information is not filed via IDEA, the Company will notify the Sales Agent KBCM promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentKBCM’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentKBCM’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent KBCM (provided, however, that the failure of the Sales Agent KBCM to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentKBCM’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent KBCM within a reasonable period of time before the filing and the Sales Agent KBCM has not reasonably objected thereto (provided, however, that the failure of the Sales Agent KBCM to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentKBCM’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent KBCM at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Xxxxx'x request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Xxxxx'x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Xxxxx (provided, however, that the failure of the Sales Agent Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx'x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Xxxxx within a reasonable period of time before the filing and the Sales Agent Xxxxx has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx'x right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Agents or Forward Purchasers under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar rule(“Rule 172”)), (i) the Company will notify the Sales Agent Agents and Forward Purchasers promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying the Sales Agents and Forward Purchasers of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commission, promptly upon the a Current Sales Agent’s or Forward Purchaser’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Sales Agent’s or Forward Purchaser’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the such Sales Agent or Forward Purchaser to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the such Sales Agent’s or Forward Purchaser’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this AgreementAgreement or such Forward Purchaser’s right to rely on the representations and warranties made by the Company in any Confirmation); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Agents and Forward Purchasers within a reasonable period of time before the filing and the Sales Agent has Agents and Forward Purchasers have not reasonably objected thereto (provided, however, that the failure of the Sales Agent Agents or Forward Purchasers to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentAgents’ or Forward Purchasers’ right to rely on the representations and warranties made by the Company in this Agreement or such Forward Purchaser’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreementany Confirmation) and the Company will furnish to the Sales Agent Agents and Forward Purchasers at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar rule), (i) the Company will notify the Sales Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales any Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent Agents (provided, provided however, that the failure of any of the Sales Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales any Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent Agents within a reasonable period of time before the filing and none of the Sales Agent Agents has not reasonably objected in writing thereto (provided, provided however, that (i) the failure of any of the Sales Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales any Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement, and (ii) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if such filing does not name the Agents or specifically discuss the Placement Shares as contemplated hereby) and the Company will furnish to the Sales Agent Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxx Fargo Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxx Fargo Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s Xxxxx Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s Xxxxx Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent Xxxxx Fargo Securities (provided, however, that the failure of the Sales Agent Xxxxx Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx Fargo Securities’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Xxxxx Fargo Securities within a reasonable period of time before the filing and the Sales Agent Xxxxx Fargo Securities has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Xxxxx Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxx Fargo Securities’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Xxxxx Fargo Securities at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent Xxxxxxx Xxxxx within a reasonable period of time before the filing and the Sales Agent Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of the Sales Agent Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s Xxxxxxx Xxxxx’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent KeyBanc under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent KeyBanc promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentKeyBanc’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentKeyBanc’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent KeyBanc (provided, however, that the failure of the Sales Agent KeyBanc to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentKeyBanc’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent KeyBanc within a reasonable period of time before the filing and the Sales Agent KeyBanc has not reasonably objected thereto (provided, however, that the failure of the Sales Agent KeyBanc to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentKeyBanc’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent KeyBanc at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent Liquidnet under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) to the extent that such information is not filed via XXXXX, the Company will notify the Sales Agent Liquidnet promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentLiquidnet’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentLiquidnet’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent Liquidnet (provided, however, that the failure of the Sales Agent Liquidnet to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentLiquidnet’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares, nor will the Company file a New Registration Statement unless a copy thereof has been submitted to the Sales Agent Liquidnet within a reasonable period of time before the filing and the Sales Agent Company has not reasonably objected consulted with Liquidnet regarding any reasonable objection Liquidnet has thereto (provided, however, that the failure of the Sales Agent Liquidnet to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentLiquidnet’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent Liquidnet at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent [ ] under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent [ ] promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s [ ]’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s [ ]’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent [ ] (provided, however, that the failure of the Sales Agent [ ] to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s [ ]’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent [ ] within a reasonable period of time before the filing and the Sales Agent [ ] has not reasonably objected thereto (provided, however, that the failure of the Sales Agent [ ] to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s [ ]’ right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent [ ] at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act). If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold, then, prior to issuing any Placement Notice with respect to any such unsold Securities, the Company will take such action as is necessary or appropriate in accordance with this Section 7(a) to permit the public offering and sale of the Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement. In such event, if the Company has not already done so and is eligible to do so, it will, prior to the Renewal Deadline, file with the Commission either (A) a new automatic shelf registration statement or (B), if the Company is not then eligible to file an automatic shelf registration statement, a new shelf registration statement in either case, relating to any unsold Securities and in a form satisfactory to [ ] and its counsel (such filing, a “Replacement Registration Statement”). If the Replacement Registration Statement does not become effective upon filing under Rule 462(e) of the Securities Act, the Company will use its commercially reasonable efforts to cause such Replacement Registration Statement to be declared effective by, or as soon as possible (and in any event within 180 days) after, the Renewal Deadline. The Company will pay the fees required by the Commission relating to the Placement Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r). The Company will use its commercially reasonable efforts to take all other action necessary or appropriate to permit the public offering and sale of any unsold Securities to continue as contemplated in the Prospectus forming part of the expiring Registration Statement.

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agent BAML under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar rule(“Rule 172”)), (i) the Company will notify the Sales Agent BAML promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying BAML, of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentBAML’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentBAML’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent BAML (provided, however, that the failure of the Sales Agent BAML to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentBAML’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agent BAML within a reasonable period of time before the filing and the Sales Agent BAML has not reasonably objected thereto (provided, however, that the failure of the Sales Agent BAML to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentBAML’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent BAML at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agent MLPFS under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or any applicable similar ruleAct), (i) the Company will notify the Sales Agent MLPFS promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Sales AgentMLPFS’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales AgentMLPFS’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agent MLPFS (provided, however, that the failure of the Sales Agent MLPFS to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentMLPFS’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agent MLPFS within a reasonable period of time before the filing and the Sales Agent MLPFS has not reasonably objected thereto (provided, however, that the failure of the Sales Agent MLPFS to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales AgentMLPFS’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Sales Agent MLPFS at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).