Common use of Representation Dates; Certificate Clause in Contracts

Representation Dates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); (iii) furnishes its quarterly results of operations on Form 6-K under the Exchange Act; or (iv) furnishes a current report on Form 6-K containing amended financial information under the Exchange Act which is incorporated by reference to the Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6‑K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior to On the date of the first Placement Notice this Agreement and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”); ) the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 6‑K 8 K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule attached hereto as Exhibit 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent MLV with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent MLV sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent MLV with a certificate certificate, in conformity with this Section the form attached hereto as Exhibit 7(l) ), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior On or prior to the date of the first Placement Notice First Delivery Date and (2) each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); (iii) furnishes its quarterly results of operations on Form 610-K under the Exchange Act; or (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than an earnings release or other information “furnished” and not “filed”) under the Exchange Act which is incorporated by reference to the Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent Cowen (but in the case of clause (iv) above only if the Agent (1) a Placement Notice is pending and (2) Cowen reasonably determines that the information contained in such Form 6‑K 8-K is materialmaterial to a holder of Common Stock) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule 7(l), modified, attached hereto as necessary, to relate to the Registration Statement and the Prospectus as amended or supplementedExhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Cowen. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent Cowen with a certificate under this Section 7(l7(m), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent Cowen sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent Cowen with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit 7(m), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to On the date of the first Placement Notice this Agreement and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”); ) the Company shall furnish the Agent (but in the case of clause (ivv) above only if the Agent reasonably determines that the information contained in such Form 6‑K 8-K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule attached hereto as Exhibit 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent with a certificate certificate, in conformity with this Section the form attached hereto as Exhibit 7(l) ), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to On the date of the first Placement Notice this Agreement and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”); ) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6‑K 8‑K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule attached hereto as Exhibit 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10‑K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent with a certificate certificate, in conformity with this Section the form attached hereto as Exhibit 7(l) ), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to Each time during the date term of the first Placement Notice and (2) each time this Agreement the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”); ) the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 6‑K 8-K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule attached hereto as Exhibit 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall automatically be waived without further action by the Company for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent MLV with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent MLV sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent MLV with a certificate certificate, in conformity with this Section the form attached hereto as Exhibit 7(l) ), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to On the date of the first Placement Notice this Agreement and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 20-F10­K/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”); ) the Company shall furnish the Agent MLV (but in the case of clause (ivv) above only if the Agent MLV reasonably determines that the information contained in such Form 6‑K 8-K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule attached hereto as Exhibit 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent MLV with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent MLV sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent MLV with a certificate certificate, in conformity with this Section the form attached hereto as Exhibit 7(l) ), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to On the date of the first Placement Notice this Agreement and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement SharesSecurities) the Registration Statement or the Prospectus relating to the Placement Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information for the Company or a material amendment to the previously filed Form 2010-FK (a material amendment shall not include any Form 10-K/A filed solely for the purposes of providing financial statements for significant tenants)); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement (each Act, or Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); .” the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6‑K is material) DBSI with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule 7(l), modified, attached hereto as necessary, to relate to the Registration Statement and the Prospectus as amended or supplementedExhibit F within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(n) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent DBSI with a certificate under this Section 7(l7(n), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent DBSI sells any Placement Shares pursuant to such instructionsSecurities, the Company shall provide the Agent DBSI with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit F, dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to During the term of this Agreement, on the date of the first Placement Notice given hereunder and (2) within 7 days of each time the Company: Company (i) files amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the a previously filed Form 2010-FK); ; (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange ActAct (including any Form 10-Q/A containing amended financial information or a material amendment to a previously filed Form 10-Q); or or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with FASB Accounting Standards Codification No. 360) under the Exchange Act which is incorporated by reference to the Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the . The Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6‑K is material) Agents with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule 7(lattached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company next delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent Agents with a certificate under this Section 7(l7(m), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent sells Agents sell any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent Agents with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit 7(m), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesProspectus; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6‑K 8‑K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule attached hereto as Exhibit 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior to On the date of the first Placement Notice this Agreement and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information "furnished" pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Representation Date”); .") the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 6‑K 8-K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule attached hereto as Exhibit 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent MLV with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent MLV sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent MLV with a certificate certificate, in conformity with this Section the form attached hereto as Exhibit 7(l) ), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company (1) Prior to the each date of filing of one or more of the first Placement Notice and documents referred to in the following clauses (2i) each time the Company:through (iv) shall be a “Representation Date”): (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Annual Report on Form 2010-FK); (iii) furnishes files its quarterly results of operations Quarterly Reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report Current Report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”)Act; the Company shall furnish the Agent to ▇. ▇▇▇▇▇ FBR (but in the case of clause (iv) above only if the Agent ▇. ▇▇▇▇▇ FBR reasonably determines that the information contained in such Current Report on Form 6‑K 8-K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule 7(lattached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent ▇. ▇▇▇▇▇ FBR with a certificate under this Section 7(l7(m), then before the Company delivers the instructions for the sale of Placement Shares or the Agent ▇. ▇▇▇▇▇ FBR sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent ▇. ▇▇▇▇▇ FBR with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit 7(m), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior On or prior to the date of that the first Placement Notice and Securities are sold pursuant to the terms of this Agreement and: (21) each time the Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F)Act; (iii) furnishes its files a quarterly results of operations report on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated Act; and (2) at any other time reasonably requested by reference to the Registration Statement Jefferies (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); the , The Company and each Operating Partnership shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6‑K is material) Jefferies with a certificate dated the Representation Datecertificate, in the form forms attached hereto as Exhibit E-1 and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplementedE-2 within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(o) including with respect to clause (2) above, shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent Jefferies with a certificate under this Section 7(l7(o), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent Jefferies sells any Placement Shares pursuant to such instructionsSecurities, the Company shall provide the Agent Jefferies with a certificate certificate, in conformity with this Section 7(l) the forms attached hereto as Exhibit E-1 and E-2, dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to On the date of the first Placement Notice this Agreement and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information "furnished" pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Representation Date”); .") the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6‑K 8-K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule attached hereto as Exhibit 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent with a certificate certificate, in conformity with this Section the form attached hereto as Exhibit 7(l) ), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to On the date of the first Placement Notice this Agreement and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); ) the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 6‑K 8-K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule attached hereto as Exhibit 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent MLV with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent MLV sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent MLV with a certificate certificate, in conformity with this Section the form attached hereto as Exhibit 7(l) ), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to the date of the first Placement Notice given hereunder (the “First Delivery Date”) and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 6‑K 8-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule attached hereto as Exhibit 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension when no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or either of the Agent sells Agents sell any Placement Shares pursuant to such instructions, the Company shall provide the Agent Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company (1) Prior to the each date of filing of one or more of the first Placement Notice and documents referred to in the following clauses (2i) each time the Company:through (iv) shall be a “Representation Date”): (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Annual Report on Form 2010-FK); (iii) furnishes files its quarterly results of operations Quarterly Reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report Current Report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”)Act; the Company shall furnish the Agent to B. ▇▇▇▇▇ Securities (but in the case of clause (iv) above only if the Agent B. ▇▇▇▇▇ Securities reasonably determines that the information contained in such Current Report on Form 6‑K 8-K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule 7(lattached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent B. ▇▇▇▇▇ Securities with a certificate under this Section 7(l7(m), then before the Company delivers the instructions for the sale of Placement Shares or the Agent B. ▇▇▇▇▇ Securities sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent B. ▇▇▇▇▇ Securities with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit 7(m), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to Each time during the date term of the first Placement Notice and (2) each time this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than by means of a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Form 2010-FK) (the “10-K Representation Date”); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”); ) the Company shall furnish the Agent AGP (but in the case of clause (iv) above only if the Agent AGP reasonably determines that the information contained in such Form 6‑K 8-K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule attached hereto as Exhibit 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(ll) shall be automatically waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent AGP with a certificate under this Section 7(l7(1), then before the Company delivers the instructions for the sale of Placement Shares or the Agent AGP sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent AGP with a certificate certificate, in conformity with this Section the form attached hereto as Exhibit 7(l) ), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior On or prior to the date of that the first Placement Notice and Securities are sold pursuant to the terms of this Agreement and: (21) each time the Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F)Act; (iii) furnishes its files a quarterly results of operations report on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated Act; and (2) at any other time reasonably requested by reference to the Registration Statement KeyBanc (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); the , The Company and each Operating Partnership shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6‑K is material) KeyBanc with a certificate dated the Representation Datecertificate, in the form forms attached hereto as Exhibit E-1 and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplementedE-2 within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(o) including with respect to clause (2) above, shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent KeyBanc with a certificate under this Section 7(l7(o), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent KeyBanc sells any Placement Shares pursuant to such instructionsSecurities, the Company shall provide the Agent KeyBanc with a certificate certificate, in conformity with this Section 7(l) the forms attached hereto as Exhibit E-1 and E-2, dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to Each time during the date term of the first Placement Notice and (2) each time this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K or quarterly report on Form 10-Q/A under the Exchange Act containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144 under the Exchange Act which is incorporated by reference to the Registration Statement Act); (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”); ) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6‑K 8-K is materialmaterial and informs the Company of such determination in writing) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule 7(lattached hereto as Exhibit 7(1), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l7(1) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l7(1), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit 7(1), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to the date of the first Placement Notice given hereunder (the “First Delivery Date”) and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6‑K 8-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule attached hereto as Exhibit 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension when no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Representation Dates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6‑K 8-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule attached hereto as Exhibit 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before simultaneously with or prior to the time the Company delivers the instructions for the sale of Placement Shares Notice or the Agent sells any Placement Shares pursuant to such instructionsPlacement Notice, the Company shall provide the Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of such Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to On the date of the first Placement Notice this Agreement and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”); ) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6‑K 8-K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule 7(lattached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l7(m), then before no later than seven (7) days after the Company delivers the instructions for the sale of Placement Shares Notice or the Agent sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit 7(m), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior On or prior to the date of that the first Placement Notice Shares are sold pursuant to the terms of this Agreement, and (2) each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than (1) a prospectus supplement filed in accordance with Section 7(l) of this Agreement or (2) a supplement or an amendment to the Prospectus that (x) does not materially change the information about the Company or its business, operations, properties or financial condition previously disclosed in the Registration Statement or Prospectus or (y) relates to an offering of securities other than the Shares) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); (iii) furnishes its quarterly results of operations on Form 610-K under the Exchange Act; or (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K under the Exchange Act containing amended financial information under the Exchange Act which is incorporated by reference (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the Registration reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) or disclosure regarding the occurrence of a significant development or material event (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6‑K is material) JMP with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule 7(l), modified, attached hereto as necessary, to relate to the Registration Statement and the Prospectus as amended or supplementedExhibit 7(m) within three (3) Trading Days of any Representation Date if requested by JMP. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent JMP with a certificate under this Section 7(l7(m), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent JMP sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent JMP with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit 7(m), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior On or prior to the date of the first Placement Notice is given pursuant to this Agreement, each time Shares are delivered to BTIG as principal on a Settlement Date with respect to a Principal Transaction and (2) each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) or (B) a supplement or amendment that relates to an offering of securities other than the Shares) by means of a post-effective amendment, sticker, or supplement supplement, but not by means of incorporation of documents document(s) by reference into in the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); ; or (iii) furnishes its quarterly results of operations on Form 6-K under the Exchange Act; or (iv) furnishes files a current report on Form 6-K containing amended financial information under the Exchange Act which is incorporated by reference to the Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “"Representation Date”"); the Company shall furnish BTIG on each Representation Date with the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6‑K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule 7(lattached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a the certificate under this Section 7(l7(m) shall be automatically waived for any Representation Date occurring at a time a Suspension at which no Placement Notice or Terms Agreement is in effectpending, which waiver shall continue until the earlier to occur of (x) the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date), (y) and the date that Shares are delivered to BTIG as principal on a Settlement Date with respect to a Principal Transaction or (z) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide BTIG with the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent BTIG sells any Placement Shares pursuant in an Agency Transaction, or on the applicable Settlement Date with respect to such instructionsa Principal Transaction, the Company shall provide BTIG with the Agent with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit 7(m), dated as the date of the date that Placement Notice for such Agency Transaction or the instructions for the sale Settlement Date of Placement Shares are issuedsuch Principal Transaction, as applicable.

Representation Dates; Certificate. (1) Prior to Each time during the date term of the first Placement Notice and (2) each time this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”); ) the Company shall furnish furnish, within five (5) Trading Days, the Agent Distribution Agents (but in the case of clause (iv) above only if either of the Agent Distribution Agents reasonably determines that the information contained in such Form 6‑K 8-K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule 7(lattached hereto as Exhibit 7(1), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l7(1) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent Distribution Agents with a certificate under this Section 7(l7(1), then before either of the Company delivers the instructions for the sale of Placement Shares or the Agent Distribution Agents sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent Distribution Agents with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit 7(1), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to Each time during the date term of the first Placement Notice and (2) each time this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than by means of a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Form 2010-FK) (the “10-K Representation Date”); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); ) the Company shall furnish the Agent AGP (but in the case of clause (iv) above only if the Agent AGP reasonably determines that the information contained in such Form 6‑K 8-K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule attached hereto as Exhibit 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent AGP with a certificate under this Section 7(l7(1), then before the Company delivers the instructions for the sale of Placement Shares or the Agent AGP sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent AGP with a certificate certificate, in conformity with this Section the form attached hereto as Exhibit 7(l) ), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to On the date of the first Placement Notice this Agreement and (2) each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations Quarterly Reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the . The Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 6‑K 8-K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule attached hereto as Exhibit 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent MLV with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent MLV sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent MLV with a certificate certificate, in conformity with this Section the form attached hereto as Exhibit 7(l) ), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company (1) Prior to the each date of filing of one or more of the first Placement Notice and documents referred to in the following clauses (2i) each time the Company:through (iv) shall be a “Representation Date”): (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report its Annual Report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Annual Report on Form 2010-FK); (iii) furnishes files its quarterly results of operations Quarterly Reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report Current Report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”)Act; the The Company shall furnish the Agent to B. ▇▇▇▇▇ Securities (but in the case of clause (iv) above only if the Agent B. ▇▇▇▇▇ Securities reasonably determines that the information contained in such Form 6‑K 8-K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule 7(lattached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent B. ▇▇▇▇▇ Securities with a certificate under this Section 7(l7(m), then before the Company delivers the instructions for the sale of Placement Shares or the Agent B. ▇▇▇▇▇ Securities sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent B. ▇▇▇▇▇ Securities with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit 7(m), dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.

Representation Dates; Certificate. (1) Prior to Each time during the date term of the first Placement Notice and (2) each time this Agreement the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); (iii) furnishes files its quarterly results of operations reports on Form 610-K Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial statements (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act which is incorporated by reference to the Registration Statement Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”); ) the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 6‑K 8-K is material) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule attached hereto as Exhibit 7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent MLV with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent MLV sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent MLV with a certificate certificate, in conformity with this Section the form attached hereto as Exhibit 7(l) ), dated as the date of the date that Placement Notice. In any circumstance in which the instructions for Company shall fail to provide the sale certification required hereunder when required in accordance with the foregoing, the sole remedy MLV shall have with respect to such failure shall be to cease making sales of Placement Shares are issuedunder this Agreement until such time as such certification is delivered and MLV shall have agreed to waive the lateness of such delivery.

Representation Dates; Certificate. (1) Prior On or prior to the date First Delivery Date and thereafter, during the term of the first Placement Notice this Agreement, and (2) each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); (iii) furnishes its quarterly results of operations on Form 610-K under the Exchange Act; or (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) furnishes files a current report on Form 68-K containing amended financial information (other than an earnings release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act which is incorporated by reference to the Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) the Agent reasonably determines that the information contained in such Form 6‑K 8-K is materialmaterial to a holder of Common Stock and (3) the Agent requests such certificate within two (2) Trading Days after the filing of such Form 8-K with the Commission) with a certificate dated the Representation Datecertificate, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel set forth in Schedule 7(l), attached hereto as Exhibit A (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two (2) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(k) shall be automatically waived for any Representation Date occurring at a time a Suspension at which no Placement Notice is in effectpending, which waiver shall continue until the earlier to occur of (i) the date the Company delivers instructions for the sale of a Placement Shares Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (ii) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l7(k), then before the Company delivers the instructions for the sale of Placement Shares Notice or the Agent sells any Placement Shares pursuant to such instructionsShares, the Company shall provide the Agent with a certificate certificate, in conformity with this Section 7(l) the form attached hereto as Exhibit A, dated as the date of the date that the instructions for the sale of Placement Shares are issuedNotice.