Common use of Representation Dates; Certificate Clause in Contracts

Representation Dates; Certificate. On or prior to the date of the first Placement Notice delivered by the Company to the Agent (such date, the “First Placement Date”) and each time the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 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 Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

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

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by and (2) following delivery of the Company to the Agent (such datefirst Placement Notice, the “First Placement Date”) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no a Suspension is in effect or prior to the delivery of the first Placement Notice is pendingNotice, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior to the date of the first Placement Notice delivered by the Company to the Agent Agents (such date, the “First Placement Date”) and each time the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the 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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 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 Placement Notice or the Agent sells Agents sell any Placement Shares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l)to this Agreement. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver 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 Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date of the Placement Notice.

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

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by and (2) following the Company to delivery of the Agent (such datefirst Placement Notice, the “First Placement Date”) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior (1) Prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and 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 supplement, but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information statements or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior to the date of the first Placement Notice delivered by the Company to the Agent (such date, the “First Placement Date”) and each time the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K 8‑K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 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 Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

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

Representation Dates; Certificate. On or prior (1) Prior to the date of the first Placement Notice delivered by the Company to the Agent and thereafter (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l)to this Agreement. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver a Suspension was in effect and did not provide the Agent Agents with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells Agents sell any Placement Shares, the Company shall provide the Agent Agents with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date of the Placement Notice.

Representation Dates; Certificate. On or prior Prior to the date submission of the first Placement Notice delivered by the Company to the Agent and within five (such date, the “First Placement Date”5) and trading days of each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) ), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (each 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 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a certificate under this Section 7(l) Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l)Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l)Representation Date Certificate, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to Each time during the date term of the first Placement Notice delivered by the Company to the Agent (such date, the “First Placement Date”) and each time this Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange ActAct (including any Form 10-Q/A containing amended unaudited financial information or a material amendment to the previously filed Form 10-Q); or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (each 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 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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, (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 the Company relied on such waiver and did not provide the Agent Agents with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or the Agent Agents sells any Placement Shares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

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

Representation Dates; Certificate. On or prior to the date of the first Placement Notice delivered by the Company to the Agent (such date, the “First Placement Date”) and each Each time the Company: (i) files the Prospectus relating to the Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report its Quarterly Reports on Form 10-Q under the Exchange Act; or; (iv) files a current report Current Report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of 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; and on: (v) each date on which the Company executes and delivers a Terms Agreement; or (vi) each Settlement Date with respect to a Principal Transaction; each date of filing of one or more of the documents referred to in clauses (i) through (iv), and each of the dates referred to in clauses (v) and (vi), shall be a “Representation Date.”) ; provided however, notwithstanding anything to the contrary contained in this Agreement, the Agents, the Forward Sellers and the Forward Purchasers, as applicable, may waive any documents required to be delivered to them as a result of a Representation Date, the Company shall furnish the Agent (but in Agents, the case of clause (iv) above only if Forward Sellers and the Agent reasonably determines that the information contained in such Form 8-K is material) Forward Purchasers with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l)E, within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l8(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. listed in clauses (ii), (v) and (vi) above. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a certificate under this Section 7(l8(n), then before the Company delivers the Placement Notice or the any Agent or Forward Seller sells any Placement Shares, the Company shall provide the Agent Agents, the Forward Sellers and the Forward Purchasers with a certificate, in the form attached hereto as Exhibit 7(l)E, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior (1) Prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report its Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a current report Current Report on Form 8-K or Form 10-Q/A containing amended financial information (other than information “"furnished” " pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Representation Date.”) "); the Company shall furnish within five (5) Trading Days of each Representation Date to the Agent Agents (but in the case of clause (iv) above only if the any Agent reasonably determines that the information contained in such Form 8-K filing is material) with a certificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as Exhibit 7(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver a Suspension was in effect and did not provide the Agent Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the a Lead Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

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

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

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

Representation Dates; Certificate. On or prior to the date of the first Placement Notice delivered by the Company to the Agent given hereunder and within five (such date, the “First Placement Date”5) and Trading Days of each time the CompanyPartnership: (i) files the Prospectus relating to the Placement Units or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) Units), the Registration Statement or the Prospectus relating to the Placement Shares Units by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesUnits; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144Codification 360) under the Exchange Act; Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company Partnership shall furnish the 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 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Partnership delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company Partnership files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company Partnership subsequently decides to sell Placement Shares Units following a Representation Date when the Company Partnership relied on such waiver and did not provide the Agent Agents with a certificate under this Section 7(l), then before the Company Partnership delivers the Placement Notice or the Agent sells Agents sell any Placement SharesUnits, the Company Partnership shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior (1) Prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time during the term of this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended material financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by and (2) following the Company to delivery of the Agent (such datefirst Placement Notice, the “First Placement Date”) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K 8‑K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or a Suspension is in effect or prior to the filing of the first Placement Notice, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l)) pursuant to the immediately preceding sentence, then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior to the date of on which the Company first delivers a Placement Notice delivered by the Company pursuant to the Agent this agreement (such date, the “First Placement Notice Date”) and each time the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents document(s) by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information an earnings release that is “furnished” pursuant to Items Item 2.02 or Item 7.01 of Form 8-K K) or to provide disclosure pursuant to Item 8.01 of files a current Report on Form 8-K relating containing information regarding a material update to one of the reclassification of certain properties as discontinued operations Company’s product candidates, in accordance with Statement of Financial Accounting Standards No. 144) each case under the Exchange Act; Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent reasonably determines that requests such certificate within three Business Days after the information contained in filing of such Form 8-K is materialwith the Commission) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or in effect, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date; 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 on which the Company relied on such the waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the a Placement Notice or the Agent sells any Placement SharesShares pursuant thereto, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time during the term of this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

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

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

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

Representation Dates; Certificate. On or prior to the date of the first Placement Notice delivered by the Company to the Agent (such date, the “First Placement Date”) and each time the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 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 Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

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

Representation Dates; Certificate. On or prior to the date of on which the Company first delivers a Placement Notice delivered by the Company pursuant to the Agent this agreement (such date, the “First Placement Notice Date”) and each time the Company: (i) amends or supplements the Registration Statement or the ATM Prospectus relating to the Placement Shares (other than a prospectus supplement relating solely to an offering filed in accordance with Section 7(l) of securities other than the Placement Sharesthis Agreement) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, stickersticker or supplement, or supplement but not by means of incorporation of documents document(s) by reference into the Registration Statement or the ATM Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information of the Company that amends financial information included in a previously filed Form 10-K or Form 10-Q of the Company (other than information an earnings release that is “furnished” pursuant to Items Item 2.02 or Item 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144K) under the Exchange Act; Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent reasonably determines that requests such certificate within three Business Days (as defined below) after the information contained in filing of such Form 8-K is materialwith the Commission) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement and the ATM Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or in effect, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date; 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 on which the Company relied on such the waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the a Placement Notice or the Agent sells any Placement SharesShares pursuant thereto, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior (1) Prior to the date of the first Placement Notice delivered by the Company to the Agent given hereunder and (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto and substance reasonably satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as Exhibit 7(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which when no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

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

Representation Dates; Certificate. On or prior Prior to the date of the first Placement Notice delivered by the Company to the Agent (such dateand while this Agreement is in effect, the “First Placement Date”) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto and substance reasonably satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as Exhibit 7(l)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 (i) at a time at which no Placement Notice is pendingpending or (ii) at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver no Placement Notice is pending or a Suspension was in effect and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior to Each time during the date term of this Agreement that the first Placement Notice delivered by the Company to the Agent (such date, the “First Placement Date”) and each time the CompanyPartnership: (i) i. amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement SharesUnits) the Registration Statement or the Prospectus relating to the Placement Shares Units by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesUnits; (ii) . files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended audited financial information or a material amendment to the previously filed Form 1020-KF); (iii) . files its quarterly or semi-annual financial statements and management’s discussion and analysis on Form 6-K under the Exchange Act that are incorporated by reference into the Registration Statement; or iv. files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 86-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) statements under the Exchange 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 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 86-K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Partnership delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company Partnership files its annual report on Form 1020-K. F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company Partnership subsequently decides to sell Placement Shares Units following a Representation Date when the Company Partnership relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells any Placement SharesUnits, the Company Partnership shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

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

Representation Dates; Certificate. On or prior (1) Prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report its Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as Exhibit 7(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring at a time at which a when no Placement Notice is pendingoutstanding or Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l)to this Agreement. The requirement to provide a certificate under this Section 7(l7(k) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement DB2/ 46767468.11 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 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 Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(k) dated as Exhibit 7(l), dated of the date of the Placement Notice.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by and (2) following the Company to delivery of the Agent (such datefirst Placement Notice, the “First Placement Date”) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto and substance reasonably satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as Exhibit 7(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior to Each time during the date term of the first Placement Notice delivered by the Company to the Agent (such date, the “First Placement Date”) and each time this Agreement that the Company:: C:\Users\▇▇▇▇▇▇▇▇▇▇\Downloads\PANL - ATM Sales Agreement (7.2.21).docx (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended and audited financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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, (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 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 Placement Notice or the an Agent sells any Placement Shares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior (i) Prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”ii) and each time the Company: (iA) 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; (iiB) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iiiC) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (ivD) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior (1) Prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended material, amended, audited financial information statements or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing material amended audited financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company next delivers a Placement Notice hereunder (which for any 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 the Company relied on such waiver 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l)to this Agreement. The requirement to provide a certificate under this Section 7(l7(k) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 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 Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(k) dated as Exhibit 7(l), dated of the date of the Placement Notice.

Representation Dates; Certificate. On or prior (1) Prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report its Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a current report Current Report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is materialmaterial and inform the Company of such determination in writing) with a certificate dated the Representation Date, in the form attached hereto and substance reasonably satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as Exhibit 7(l)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 at which no a Placement Notice is pendingnot pending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply Date for any Representation Date on which the Company files its annual report on Form 10-K. requirement to provide a certificate under this Section 7(m) is not waived pursuant to the terms hereof. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when 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 Notice Shares or the Agent sells Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a certificate, certificate in the form attached hereto conformity with this Section 7(m) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior to Each time during the date term of the first Placement Notice delivered by the Company to the Agent (such date, the “First Placement Date”) and each time this Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange ActAct (including any Form 10-Q/A containing amended unaudited financial information or a material amendment to the previously filed Form 10-Q); or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (each 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 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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, (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 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 Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

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

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended restated financial information statements or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as Exhibit 7(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report its Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a current report Current Report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l)A hereto, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at during which no Placement Notice is pendingpending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior (1) Prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report its Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a current report Current Report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form 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 deemed waived for any Representation Date occurring at a time at which no a Suspension is in effect or when the Sales Agent is not in possession of a Placement Notice is pendingNotice, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 the Company relied on such for which a waiver and did not provide the Agent with a certificate under this Section 7(l)) was in effect, then before the Company delivers the a Placement Notice or the Agent sells any Placement SharesShares pursuant to such instructions, the -25- ‌ ​ ​ Company shall provide the Agent with a certificate, certificate in the form attached hereto as Exhibit 7(l), ) dated as of the date of that the Placement NoticeNotice is delivered.

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

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is materialmaterial and informs the Company of such determination in writing) with a certificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as Exhibit 7(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring (1) at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date or (2) at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 the Company relied on such waiver a Suspension was in effect or no Placement Notice was pending 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 Notice Shares or the Agent sells Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

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

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

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

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

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report its Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a current report Current Report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K 8‑K is material) with a certificate dated the Representation Date, in the form 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 at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto as Exhibit 7(l), ) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

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

Representation Dates; Certificate. On or prior to the date of on which the Company first delivers a Placement Notice delivered by the Company pursuant to the Agent this agreement (such date, the “First Placement Notice Date”) and each time the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents document(s) by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information an earnings release that is “furnished” pursuant to Items Item 2.02 or Item 7.01 of Form 8-K K) or to provide disclosure pursuant to Item 8.01 of files a current Report on Form 8-K relating containing information regarding a material update to one of the reclassification of certain properties as discontinued operations Company’s product candidates, in accordance with Statement of Financial Accounting Standards No. 144) each case, under the Exchange Act; Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent reasonably determines that requests such certificate within three Business Days after the information contained in filing of such Form 8-K is materialwith the Commission) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or in effect, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date; 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 on which the Company relied on such the waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the a Placement Notice or the Agent sells any Placement SharesShares pursuant thereto, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

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

Representation Dates; Certificate. On or prior to the date of on which the Company first delivers a Placement Notice delivered by the Company pursuant to the Agent this Agreement (such date, the “First Placement Notice Date”) and each time the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents document(s) by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); (iii) files a report on Form 6-K containing quarterly or half-year financial information (including any Form 6-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 106-Q K containing quarterly or half-year financial information) under the Exchange Act; or (iv) files a current report on Form 86-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating that is material to the reclassification offering of certain properties as discontinued operations securities of the Company in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Agent’s reasonable discretion (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent reasonably determines that requests such certificate within three Business Days after the information contained in filing of such Form 86-K is materialwith the Commission) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or in effect or if a suspension is in effect with respect to any Placement Notice, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date; 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 on which the Company relied on such the waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the a Placement Notice or the Agent sells any Placement SharesShares pursuant thereto, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the such Placement Notice.. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. #98069312v14 302805643 v12

Representation Dates; Certificate. On or prior to Each time during the date term of this Agreement that the first Placement Notice delivered by the Company to the Agent (such date, the “First Placement Date”) and each time the CompanyPartnership: (i) i. amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement SharesUnits) the Registration Statement or the Prospectus relating to the Placement Shares Units by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesUnits; (ii) . files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended audited financial information or a material amendment to the previously filed Form 1020-KF); (iii) . files its quarterly or semi-annual financial statements and management’s discussion and analysis on Form 6-K under the Exchange Act that are incorporated by reference into the Registration Statement; or iv. files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 86-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) statements under the Exchange 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 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 86-K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Partnership delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company Partnership files its annual report on Form 1020-K. F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company Partnership subsequently decides to sell Placement Shares Units following a Representation Date when the Company Partnership relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells any Placement SharesUnits, the Company Partnership shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and thereafter each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as Exhibit 7(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time during the term of this Agreement the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8‑K is material and (3) the Agent requests such certificate within three (3) Business Days after the filing of such Form 8-K is materialwith the Commission) with a certificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as Exhibit 7(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such the waiver set forth in the foregoing sentence 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior (1) Prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time during the term of this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as Exhibit 7(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived without any action on the part of the Agent or the Company for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

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

Representation Dates; Certificate. On or prior to the date of on which the Company first delivers a Placement Notice delivered by the Company pursuant to the Agent this agreement (such date, the “First Placement Notice Date”) and each time the Company: (i) amends or supplements the Registration Statement or the Prospectus (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement and 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, sticker or supplement but not by means of incorporation of documents document(s) by reference into the Registration Statement or the Prospectus relating to the Placement SharesProspectus; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange ActAct containing its results of operations that is incorporated by reference into the Registration Statement and Prospectus; or (iv) files a current report on Form 8-K containing amended financial information (other than information an earnings release that is “furnished” pursuant to Items Item 2.02 or Item 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144K) under the Exchange Act; Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent reasonably determines that requests such certificate within three Business Days after the information contained in filing of such Form 8-K is materialwith the Commission) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or in effect, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date; 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 on which the Company relied on such the waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the a Placement Notice or the Agent sells any Placement SharesShares pursuant thereto, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and within five (5) Trading Days of each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K 8‑K is materialmaterial and informs the Company of such determination in writing) with a certificate dated the Representation Datecertificate, in the form attached hereto and substance satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as Exhibit 7(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring (1) at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date or (2) at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 the Company relied on such waiver a Suspension was in effect or no Placement Notice was pending 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 Notice Shares or the Agent sells Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior Prior to the date submission of the first Placement Notice delivered by the Company to the Agent and within five (such date, the “First Placement Date”5) and trading days of each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) ), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (each 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 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agents sells any Placement Shares, the Company shall provide the Agents with a Representation Date Certificate. The requirement to provide a certificate under this Section 7(l) Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 the Company relied on such waiver and did not provide the Agent Agents with a certificate under this Section 7(l)Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells Agents sell any Placement Shares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(l)Representation Date Certificate, dated the date of the Placement Notice.

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

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agents and its counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as Exhibit 7(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 the Company relied on such waiver a Suspension was in effect and did not provide the Agent Agents with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a certificate, certificate in the form attached hereto as Exhibit conformity with this Section 7(l), ) dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior (1) Prior to the date of the first Placement Notice delivered by the Company to the Agent given hereunder and (such date, the “First Placement Date”2) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto and substance reasonably satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as Exhibit 7(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which when no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 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 Placement Notice or the Agent sells any Placement SharesShares pursuant to such Placement Notice, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date of the such Placement Notice.

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by and (2) following delivery of the Company to the Agent (such datefirst Placement Notice, the “First Placement Date”) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; 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 the Company relied on such waiver 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 Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

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

Representation Dates; Certificate. On or prior to the date of the first Placement Notice delivered by the Company to the Agent (such date, the “First Placement Date”) and each time the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 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 Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

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

Representation Dates; Certificate. On or prior to the date of the first Placement Notice delivered by the Company to the Agent (such date, the “First Placement Date”) and each time the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K 8‑K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 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 Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

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

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by the Company to the Agent and (such date, the “First Placement Date”2) and each time the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or involving a material amendment thereto) or a new registration statement related to the previously Placement Shares is filed Form 10-K)and declared effective by the Commission; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “"furnished” " pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as Exhibit 7(l)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 and/or at which a time when no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 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 a Placement Notice or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

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

Representation Dates; Certificate. On or prior to the date of the first Placement Notice delivered by the Company to the Agent (such date, the “First Placement Date”) and each time the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K 8‑K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l7m). The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l7m), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior Prior to the date submission of the first Placement Notice delivered by the Company to the Agent and within five (such date, the “First Placement Date”5) and trading days of each time the Company: (i) i. files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) ), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) . files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) . files a quarterly report on Form 10-Q under the Exchange Act; or (iv) . files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (each 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 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a certificate under this Section 7(l) Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l)Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l)Representation Date Certificate, dated the date of the Placement Notice.

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

Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice delivered by and (2) following delivery of the Company to the Agent (such datefirst Placement Notice, the “First Placement Date”) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (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 8-K is material) with a certificate dated the Representation Datecertificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, 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 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 Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.7