Common use of Comfort Letter Clause in Contracts

Comfort Letter. (1) On the date of this Agreement and (2) within five (5) Trading Days of each Representation Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and within three (2) within five (53) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(n) for which no waiver is applicable, the Company shall cause its (a) Gxxxx Xxxxxxxx LLP, independent public or certified public accountants for the Company, to furnish the Agent letters (the “Comfort Letters”), fxxxxxx Xxxxxxx Jxxxx a letter dated the date the Comfort Letter letter is delivereddelivered and addressed to Rxxxxxx Jxxxx, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentRxxxxxx Jxxxx, (i) confirming that they are an independent public accounting firm within the meaning containing statements and information of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters type ordinarily covered by included in accountants’ “comfort letters” to underwriters underwriters, delivered according to Accounting Standards Update No. 634 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information of the Company and its subsidiaries contained in connection the Registration Statement, the Prospectus, and each free writing prospectus, if any, and, with registered respect to each letter dated the date hereof only, the Prospectus, and (ii) confirming that they are (A) independent public offerings or certified public accountants as required by the Securities Act and the Exchange Act and the applicable published rules and regulations thereunder (the “Comfort Letter”:, the first such letter, the “Initial Comfort Letter”) and (iiib) updating Gxxxx Xxxxxxxx LLP to update the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The obligations of the Company under this Section 7(p) shall be deferred during any Suspension Period and shall recommence upon the termination of such Suspension Period.

Comfort Letter. (1) On Unless waived by BP, on or prior to the date of this Agreement the first Placement Notice is given hereunder and (2) thereafter within five (5) Trading Days of after each Representation Date, with respect Date referred to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableSection 7(l)(ii), the Company shall cause its independent accountants to furnish the Agent BP letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentBP, the Company shall cause a Comfort Letter to be furnished to BP prior to the Agent within ten tenth (1010th) Trading Days of Day after the date of occurrence of any material transaction or event, event (including the restatement of the Company’s financial statements) requiring the filing of a current report on Form 8-K containing material financial information and the date the first Placement Notice is given hereunder following such a material transaction or event, whichever is later. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the AgentBP, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice and (2) within five (5) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause its independent accountants registered public accounting firm to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided 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 be required to furnish to the Agent with no more than one Comfort Letter hereunder per calendar quarter. Notwithstanding the Comfort Letter; providedforegoing, further, that if reasonably requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance reasonably satisfactory to the Agent, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. The Company shall, within ten (110) On days following the date of this Agreement (but, in no event, later than the date of the initial Placement Notice given hereunder) and (2) thereafter within five (5) Trading Days ten days of each Representation Date, with respect to which the filing by the Company is obligated to deliver a certificate in of an annual report on Form 10-K under the form attached hereto as Exhibit 7(l) for which no waiver is applicableExchange Act, the Company shall cause its independent accountants to furnish to the Agent letters a letter, dated as of such date, confirming that they are independent accountants within the meaning of the Securities Act and the Exchange Act and the respective applicable published rules and regulations thereunder, including without limitation the rules of the Public Company Accounting Oversight Board and Rule 2-01 of Regulation S-X (the “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or eventevent that would affect the Company’s financial statements, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants public accounting firm shall be in a form and substance satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. The Company shall, within ten (110) On days following the date of this Agreement (but, in no event, later than the date of the initial Placement Notice given hereunder) and (2) thereafter within five (5) Trading Days ten days of each Representation Date, with respect to which the filing by the Company is obligated to deliver a certificate in of an annual report on Form 10-K under the form attached hereto as Exhibit 7(l) for which no waiver is applicableExchange Act, the Company shall cause its independent accountants to furnish to BRFBR a letter, dated as of such date, confirming that they are independent accountants within the Agent letters meaning of the Securities Act and the Exchange Act and the respective applicable published rules and regulations thereunder, including without limitation the rules of the Public Company Accounting Oversight Board and Rule 2-01 of Regulation S-X (the “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentBRFBR, the Company shall cause a Comfort Letter to be furnished to the Agent BRFBR within ten (10) Trading Days of the date of occurrence of any material transaction or eventevent that would affect the Company’s financial statements, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants public accounting firm shall be in a form and substance satisfactory to the AgentBRFBR, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Sales Issuance Notice and (2) within five (5) Trading Days of each Representation Date, Triggering Event Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 4(p) for which no waiver is applicableapplicable (including, for the avoidance of doubt, a Triggering Event Date deemed to occur upon the Company’s delivery of instructions for the sale of Shares hereunder following a waiver) and excluding the date of this Agreement, the Company shall (i) cause its KPMG LLP, the independent accountants registered public accounting firm who has audited the financial statements included or incorporated by reference in the Registration Statement, to furnish the Agent letters (the “Comfort Letters”)a comfort letter, dated the date of delivery, in form and substance reasonably satisfactory to the Comfort Letter is deliveredAgent, which shall meet containing statements and information of the requirements set forth type ordinarily included in this Section 7(naccountant’s “comfort letters” to agents, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin); provided however, with respect to the audited and unaudited consolidated and combined financial statements and certain financial information contained in the Registration Statement and each free writing prospectus, if no placement notice is pending at such Representation Dateany and (ii) cause EKS&H LLLP, then before the Company delivers a Placement Notice or independent registered public accountants, to furnish the Agent sells a comfort letter, dated the date of delivery, in form and substance reasonably satisfactory to the Agent, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to agents, delivered according to Statement of Auditing Standards No. 72 (or any Placement Sharessuccessor bulletin), with respect to the Company shall provide audited and unaudited consolidated and combined statements of revenues and certain expenses and certain financial information contained in the Agent with the Comfort LetterRegistration Statement and each free writing prospectus, if any; provided, furtherhowever, that if any such comfort letters will only be required on the Triggering Event Date specified to the extent that it contains financial statements filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into a Prospectus. If requested by the Agent, the Company shall also cause a Comfort Letter comfort letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or eventevent requiring the filing of a current report on Form 8-K containing material amended financial information of the Company, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in In connection with any letter delivered on a form and substance satisfactory Settlement Date of any Shares sold to the AgentAgent pursuant to a Terms Agreement, (i) confirming that they are an independent public accounting firm within such letter may reaffirm the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included statements made in the Initial Comfort Letter had it been given letter dated on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letterTerms Agreement, except that the specified date referred to in such letter for carrying out procedures shall be no more than three business days prior to such Settlement Date.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and (2) within five (5) Trading Days of after each subsequent Representation Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, Date the Company shall cause its independent accountants to furnish the Agent and the Forward Purchaser letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentAgent or the Forward Purchaser, the Company shall cause a Comfort Letter to be furnished to the Agent and the Forward Purchaser within ten (10) Trading Days of such request following the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the AgentAgent and the Forward Purchaser, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.. 18

Comfort Letter. (1) On or prior to the date of that the first Placement Shares are sold pursuant to this Agreement and within seven (2) within five (57) Trading Days of after each Representation Date, each time that the Registration Statement is amended or the Prospectus Supplement is supplemented to include additional amended financial information or there is filed with respect the Commission any Incorporated Document that contains additional amended financial information (other than an earnings release to which “furnish” information pursuant to Item 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 Company is obligated to deliver a certificate reclassifications of certain properties as discontinued operations in the form attached hereto as Exhibit 7(l) for which no waiver is applicableaccordance with Accounting Standards Codification Section 205-20-45), the Company shall cause its independent accountants registered public accounting firm to furnish the Agent CF&Co letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided however, if no placement notice is pending at of 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentCF&Co, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the rules and regulations of the Public Company Accounting Oversight Board (and are in compliance with the “PCAOB”)applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) ), and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as then amended or supplemented. The requirement to provide a Comfort Letter under this Section 7(o) shall be waived for any Representation Date occurring during a fiscal quarter during which the Company does not intend to sell any of the 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 sell any of the Placement Shares following a Representation Date when the Company relied on such waiver and supplemented to did not provide CF&Co with a Comfort Letter under this Section 7(o), then before the Company delivers the Placement Notice or CF&Co sells any of the Placement Shares, the Company shall provide CF&Co with a Comfort Letter dated the date of such letterthe Placement Notice or the date on which CF&Co recommences sales of any of the Placement Shares pursuant to a prior Placement Notice, as applicable.

Comfort Letter. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement, each time Common Shares are delivered to Ladenburg as principal on a Settlement Date, within three (13) On Trading Days after the date of this Agreement and a N-CSR Filing, within three (2) within five (53) Trading Days after the date of a N-Q Filing and each Representation Date, with respect time that the Registration Statement is amended or the Prospectus supplemented to which include additional or amended financial information (the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable“Comfort Letter Triggering Event”), the Company shall cause its independent accountants to furnish the Agent Ladenburg letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentLadenburg, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act, the Exchange Act and the Public Company Accounting Oversight Board (the “PCAOB”)Board, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The requirement to provide a Comfort Letter under this Section 8(r) shall be waived if at the time of the Comfort Letter Triggering Event there is no Placement Notice outstanding. Notwithstanding the foregoing, if the Company subsequently decides to issue a Placement Notice, the Company shall provide Ladenburg with a Comfort Letter prior to the issuance of such Placement Notice.

Comfort Letter. (1) On the date of this Agreement and (2) within five (5) Trading Days of each Representation DateDate on which the Company files its annual report on Form 10-K, as contemplated by Section 7(l)(ii), with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)Board, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On the date of this Agreement and (2) within five (5) Trading Days of each Representation Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided however, if no placement notice 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On No later than thirty Trading Days following the date of this Agreement the Company files its annual report on Form 10-K for the year ended December 31, 2011 and (2) thereafter within five (5) thirty Trading Days of following each Representation Datesubsequent date the Company files an annual report on Form 10-K under the Exchange Act, during any period in which the Prospectus relating to the Placement Shares is required to be delivered by MLV (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act) and with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent MLV letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentMLV, the Company shall cause a Comfort Letter to be furnished to the Agent MLV within ten (10) thirty Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentMLV, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On Prior to the date of this Agreement the first Placement Notice and (2) within five (5) Trading Days of each Representation Date, Date (except for any date that is a Representation Date solely due to the filing of a prospectus supplement pursuant to Section 6(k) hereunder) with respect to which the Company Manager, on behalf of the Trust, is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company Trust shall cause its independent accountants registered public accounting firm to furnish the Agent Agents letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentAgents, the Company Trust shall cause a Comfort Letter to be furnished to the Agent Agents within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the CompanyTrust’s financial statements. The Comfort Letter from the CompanyTrust’s independent accountants registered public accounting firm shall be in a form and substance satisfactory to the AgentAgents, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)United States) and are an independent auditor as required by Canadian Securities Laws, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Issuance Notice and within three (2) within five (53) Trading Days of (i) the Company’s filing of its annual report on Form 20-F under the Exchange Act, (ii) the Company’s annual filing of a report on Form 6-K under the Exchange Act containing financial information for its second fiscal quarter ended on June 30 and (iii) the Company’s filing of a report on Form 6-K under the Exchange Act containing financial information which is deemed to be incorporated by reference in the Registration Statement and Prospectus (each of (i), (ii) and (iii), a “Comfort Letter Representation Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable”), the Company shall cause its independent accountants to furnish the Agent letters (the “Comfort Letters”), dated the date of the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the Agent, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters the Agent in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The requirement to provide a Comfort Letter under this Section 4(n) shall be waived for any Comfort Letter Representation Date occurring at a time at which no Issuance Notice is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Comfort Letter Representation Date when the Company relied on such waiver and did not provide the Agent with a Comfort Letter under this Section 4(n), then before the Company delivers the Issuance Notice or the Agent sells any Shares, the Company shall provide the Agent with a Comfort Letter, in form and substance reasonably satisfactory to the Agent, dated the date of the Issuance Notice.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and thereafter, (2) within five (5) Trading Days of each Representation Date, Date (other than a Representation Date pursuant to Section 7(l)(iii)) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause its current or former independent accountants to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided howeverprovided, if no placement notice is pending at such Representation Date, then before that Agent may request that the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statementsstatements and, if such Comfort Letter is not delivered within that period, Agent shall have the right to cease making sales of Placement Shares under this Agreement until such time as such Comfort Letter is delivered and Agent shall have agreed to waive the lateness of such delivery. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)Board, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and (2) within five (5) Trading Days of after each subsequent Representation Date, with respect other than pursuant to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableSection 7(l)(iii), the Company shall cause its independent accountants to furnish the Agent Agents letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentAgents, the Company shall cause a Comfort Letter to be furnished to the Agent Agents within ten (10) Trading Days of such request following the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the AgentAgents, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On the date of this Agreement and (2) within five (5) Trading Days of each Representation Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicablehereof, the Company Underwriters shall cause its have received a letter from the Company's independent accountants to furnish the Agent letters (the “Comfort Letters”)public accountants, dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days as of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be hereof and in a form and substance satisfactory to the AgentUnderwriters, (i) confirming that they are an independent public accounting firm within the meaning containing statements and information of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm a type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information and other matters ordinarily covered contained or incorporated by accountants’ “comfort letters” to underwriters reference in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus; and, if financial statements for any assets, business or entity acquired by the Company are included or incorporated by reference in the Registration Statement or the Prospectus, the Underwriters shall have received a similar "comfort letter" from a firm of independent public accountants, dated as of the date hereof and in form and substance satisfactory to the Underwriters, with respect to such financial statements and any financial information with respect to such assets, business or entity, as amended the case may be, contained or incorporated by reference in the Registration Statement and supplemented the Prospectus. Without limitation to the foregoing, the letter delivered by the Company's independent public accountants shall state that nothing has come to their attention that caused them to believe that at a specified date not more than five days prior to the date of such letter, there was any change in the outstanding capital stock of the Company or any increase in consolidated long-term debt of the Company or any decrease in the stockholders' equity of the Company, in each case as compared with the amounts shown on the most recent consolidated balance sheet of the Company incorporated by reference in the Registration Statement and Prospectus or, during the period from the date of such balance sheet to a specified date not more than five days prior to the date of such letter, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales and operating revenues or net income of the Company, except in each such case as set forth in or contemplated by the Registration Statement and Prospectus or except for such exceptions enumerated in such letter as shall have been agreed to by the Underwriters and the Company.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and within seven (2) within five (57) Trading Days of after each subsequent Representation Date, other than pursuant to Section 7(l)(iii), with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause its independent accountants registered public accounting firm to furnish the Agent MLV letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentMLV, the Company shall cause a Comfort Letter to be furnished to the Agent MLV within ten (10) Trading Days of the date of occurrence of any material transaction or event, event (including the restatement of the Company’s financial statements) requiring the filing of a current report on Form 8-K containing material financial information and the date the first Placement Notice is given hereunder following such a material transaction or event, whichever is later. The Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance reasonably satisfactory to the AgentMLV, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ independent registered public accounting firms “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. The Company shall, within ten (110) On days following the date of this Agreement (but, in no event, later than the date of the initial Placement Notice given hereunder) and (2) thereafter within five (5) Trading Days ten days of each Representation Date, with respect to which the filing by the Company is obligated to deliver a certificate in of an annual report on Form 10-K under the form attached hereto as Exhibit 7(l) for which no waiver is applicable, Exchange Act the Company shall cause its independent accountants to furnish to FBR a letter, dated as of such date, confirming that they are independent accountants within the Agent letters meaning of the Securities Act and the Exchange Act and the respective applicable published rules and regulations thereunder, including without limitation the rules of the Public Company Accounting Oversight Board and Rule 2-01 of Regulation S-X (the “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentFBR, the Company shall cause a Comfort Letter to be furnished to the Agent FBR within ten (10) Trading Days of the date of occurrence of any material transaction or eventevent that would affect the Company’s financial statements, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants public accounting firm shall be in a form and substance satisfactory to the AgentFBR, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. No later than twenty (1) On the date of this Agreement and (2) within five (520) Trading Days of following the date the Company files its annual report on Form 10-K for the year ended April 30, 2014 and thereafter within twenty (20) Trading Days following each Representation Datesubsequent date the Company files an annual report on Form 10-K under the Exchange Act, during any period in which the Prospectus relating to the Placement Shares is required to be delivered by MLV (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) and with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent MLV letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s 's independent accountants shall be in a form and substance satisfactory to the AgentMLV, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date that the first Shares (including Forward Hedge Shares) are sold pursuant to the terms of this Agreement or any Confirmation or Terms Agreement and within three (2) within five (53) Trading Days of each any Representation Date, Date with respect to which the Company is obligated to deliver a certificate the certificates in the form forms attached hereto as Exhibit 7(l7(n) and Exhibit 7(n)(2) for which no waiver is applicable, the Company shall cause its (a) PricewaterhouseCoopers LLP, independent public or certified public accountants for the Company, to furnish the Agent letters (the “Comfort Letters”), Agents and Forward Purchasers a letter dated the date the Comfort Letter letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished delivered and addressed to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or eventAgents and Forward Purchasers, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentAgents and Forward Purchasers, (i) confirming that they are an independent public accounting firm within the meaning containing statements and information of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters type ordinarily covered by included in accountants’ “comfort letters” to underwriters underwriters, delivered according to Auditing Standard 6101 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information of the Company and its subsidiaries contained or incorporated by reference in connection the Registration Statement, the Prospectus, and each free writing prospectus, if any, and, with registered respect to each letter dated the date hereof only, the Prospectus and (ii) confirming that they are (A) independent public offerings or certified public accountants as required by the Securities Act and the Exchange Act and (B) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X (the “PwC Comfort Letter”, and the first such letter, the “Initial PwC Comfort Letter”) and (iiib) updating PricewaterhouseCoopers LLP to update the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such later date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The obligations of the Company under this Section 7(p) shall be deferred during any Suspension Period and shall recommence upon a Suspension Rescission Date.

Comfort Letter. No later than ten (1) On the date of this Agreement and (2) within five (510) Trading Days of following the date the Company files its annual report on Form 10-K for the year ended April 30, 2009 and thereafter within ten (10) Trading Days following each Representation Datesubsequent date the Company files an annual report on Form 10-K under the Exchange Act, during any period in which the Prospectus relating to the Placement Shares is required to be delivered by Xx Xxxxx (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act) and with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent Xx Xxxxx letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentXx Xxxxx, the Company shall cause a Comfort Letter to be furnished to the Agent Xx Xxxxx within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s 's financial statements. The Comfort Letter from the Company’s 's independent accountants shall be in a form and substance satisfactory to the AgentXx Xxxxx, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice and (2) unless a Suspension is in effect, within five (5) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(l) ), other than pursuant to Section 7(l)(iii), for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause its independent accountants registered public accounting firm to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements; provided, however, the Company shall not be required to furnish any Comfort Letters if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice. The Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance reasonably satisfactory to the Agent, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice and (2) unless waived by the Agent, within five (5) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause its independent accountants registered public accounting firm to furnish the Agent and the Alternative Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, Agent or the Alternative Agent the Company shall cause a Comfort Letter to be furnished to the Agent Agents within ten (10) Trading Days of the date of occurrence of any material transaction or event, event requiring the filing of a Current Report on Form 8-K containing material financial information (including the restatement of the Company’s financial statements). The Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance reasonably satisfactory to the AgentAgents, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of that the first Placement Shares are sold pursuant to this Agreement and within seven (2) within five (57) Trading Days of after each Representation Date, each time that the Registration Statement is amended or the Prospectus is supplemented to include additional amended financial information or there is filed with respect the Commission any document incorporated by reference into the Prospectus that contains additional amended financial information (other than an earnings release to which “furnish” information pursuant to Item 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 Company is obligated to deliver a certificate reclassifications of certain properties as discontinued operations in the form attached hereto as Exhibit 7(l) for which no waiver is applicableaccordance with Accounting Standards Codification Section 205-20-45), the Company shall cause its independent accountants to furnish the Agent CF&Co letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided however, if no placement notice is pending at of 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentCF&Co, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the rules and regulations of the Public Company Accounting Oversight Board (and are in compliance with the “PCAOB”)applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) ), and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The requirement to provide a Comfort Letter under this Section 7(o) shall be waived for any Representation Date occurring during a fiscal quarter during which the Company does not intend to 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 offer or sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide CF&Co with a Comfort Letter under this Section 7(o), then before the Company delivers the Placement Notice or CF&Co offers or sells any Placement Shares, the Company shall provide CF&Co with a Comfort Letter dated the date of the Placement Notice.

Comfort Letter. (1) On No later than thirty Trading Days following the date of this Agreement the Company files its annual report on Form 10-K for the year ended December 31, 2011 and (2) thereafter within five (5) thirty Trading Days of following each Representation Datesubsequent date the Company files an annual report on Form 10-K under the Exchange Act, during any period in which the Prospectus relating to the Placement Shares is required to be delivered by Xxxxxxxxxx (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act) and with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent Xxxxxxxxxx letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentXxxxxxxxxx, the Company shall cause a Comfort Letter to be furnished to the Agent Xxxxxxxxxx within ten (10) thirty Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentXxxxxxxxxx, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the First Placement Notice Date and on any date of this Agreement and (2) within five (5) Trading Days of each Representation Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicable, the Company shall cause its independent accountants Bxxxx Xxxxx to furnish the Agent letters with a letter (the “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n7(p); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) 10 Trading Days of the date of occurrence of any material transaction or eventevent that necessitates the filing of additional, pro forma, amended or revised financial statements (including the any restatement of the Company’s previously issued financial statements). The Each Comfort Letter from the Company’s independent accountants Bxxxx Xxxxx shall be in a form and substance reasonably satisfactory to the Agent, Agent and each Comfort Letter from Bxxxx Xxxxx shall (i) confirming confirm that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) statingstate, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating update the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1i) On the date of this Agreement and (2ii) within five (5) no later than ten Trading Days of following the date the Company files its annual report on Form 10-K for the year ended December 31, 2010 and thereafter within ten Trading Days following each Representation Datesubsequent date the Company files an annual report on Form 10-K under the Exchange Act, during any period in which the Prospectus relating to the Placement Shares is required to be delivered by MLV (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act) and with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent MLV letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentMLV, the Company shall cause a Comfort Letter to be furnished to the Agent MLV within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentMLV, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On Prior to the date submission of this Agreement the first Placement Notice and (2) within five (5) Trading Days of each Representation Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) Representation Date Certificate for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and (2) within five (5) Trading Days of after each subsequent Representation Date, with respect other than pursuant to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableSection 7(l)(iii), the Company shall cause its independent accountants to furnish the Distribution Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Distribution Agent, the Company shall cause a Comfort Letter to be furnished to the Distribution Agent within ten (10) Trading Days of such request following the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the Distribution Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On the date of this Agreement and (2) within five (5) Trading Days of each Representation Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and thereafter, (2) within five (5) Trading Days of each Representation Date, other than pursuant to Section 7(l)(iii), with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent MLV letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided howeverprovided, if no placement notice is pending at such Representation Date, then before that MLV may request that the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent MLV within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statementsstatements and, if such Comfort Letter is not delivered within that period, MLV shall have the right to cease making sales of Placement Shares under this Agreement until such time as such Comfort Letter is delivered and MLV shall have agreed to waive the lateness of such delivery. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the AgentMLV, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On No later than the date of this Agreement and (2) thereafter within five (5) ten Trading Days of following each Representation Datesubsequent date the Company files an annual report on Form 10-K under the Exchange Act, during any period in which the Prospectus relating to the Placement Shares is required to be delivered by MLV (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act) and with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent MLV letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentMLV, the Company shall cause a Comfort Letter to be furnished to the Agent MLV within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentMLV, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and (2) within five seven (57) Trading Days of after each Representation Date, other than pursuant to Section 7(l)(iii), with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause its independent accountants registered public accounting firm to furnish the Agent MLV letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentMLV, the Company shall cause a Comfort Letter to be furnished to the Agent MLV within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statementsstatements requiring the filing of a current report on Form 8-K containing material financial information and the date the first Placement Notice is given hereunder following such a material transaction or event, whichever is later. The Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance reasonably satisfactory to the AgentMLV, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountantsan independent registered public accounting firms’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On Prior to the date of this Agreement the first Placement Notice and (2) within five (5) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause its independent accountants registered public accounting firm to furnish the Agent Agents letters (the “Comfort Letters”), dated the date the Comfort Letter is delivereddelivered having a cut-off date of not more than two (2) Trading Days prior to such date, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the an Agent, the Company shall cause a Comfort Letter to be furnished to the Agent Agents within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance satisfactory to the AgentAgents, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)United States) and are an independent auditor as required by Canadian securities laws, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the First Placement Notice Date and on any date of this Agreement and (2) within five (5) Trading Days of each Representation Date, with respect to on which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicable, the Company shall cause its independent registered public accounting firm (and any other independent accountants whose report is included in the Registration Statement or the Prospectus) to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n7(p); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) 10 Trading Days of the date of occurrence of any material transaction or eventevent that necessitates the filing of additional, pro forma, amended or revised financial statements (including the any restatement of the Company’s previously issued financial statements). The Notwithstanding the foregoing, the Company shall not be required to furnish more than one Comfort Letter per each annual report on Form 10-K and each quarterly report on Form 10-Q filed by the Company unless any such annual report on Form 10-K or quarterly report on Form 10-Q is amended to correct a material omission or misstatement or to include material new financial information (including amending or restating previously filed financial information). Each Comfort Letter shall be in form and substance satisfactory to the Agent and each Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance satisfactory to the Agent, (i) confirming confirm that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) statingstate, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating update the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On No later than ten Trading Days following the date of this Agreement the Company files its annual report on Form 10-K for the year ended December 31, 2009 and (2) thereafter within five (5) ten Trading Days of following each Representation Datesubsequent date the Company files an annual report on Form 10-K under the Exchange Act, during any period in which the Prospectus relating to the Placement Shares is required to be delivered by Xx Xxxxx (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act) and with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent Xx Xxxxx letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentXx Xxxxx, the Company shall cause a Comfort Letter to be furnished to the Agent Xx Xxxxx within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentXx Xxxxx, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. On or prior to the First Delivery Date and within three (1) On the date of this Agreement and (2) within five (53) Trading Days of (i) the Company’s filing of its annual report on Form 20-F under the Exchange Act, (ii) the Company’s annual filing of a report on Form 6-K under the Exchange Act containing financial information for its second fiscal quarter ended on June 30 and (iii) the Company’s filing of a report on Form 6-K under the Exchange Act containing financial information which is deemed to be incorporated by reference in the Registration Statement and Prospectus (each of (i), (ii) and (iii), a “Comfort Letter Representation Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable”), the Company shall cause its independent accountants to furnish the Agent Cxxxx letters (the “Comfort Letters”), dated the date of the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the AgentCxxxx, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters Cxxxx in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The requirement to provide a Comfort Letter under this Section 7(o) shall be waived for any Comfort Letter Representation Date occurring at a time at which no Placement Notice is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Comfort Letter Representation Date when the Company relied on such waiver and did not provide Cxxxx with a Comfort Letter under this Section 7(o), then before the Company delivers the Placement Notice or Cxxxx sells any Placement Shares, the Company shall provide Cxxxx with a Comfort Letter, in form and substance reasonably satisfactory to Cxxxx, dated the date of the Placement Notice.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and (2) within five (5) Trading Days of after each subsequent Representation Date, with respect other than pursuant to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lSection 7(l)(i), Section 7(l)(iii) for which no waiver is applicableor Section 7(l)(iv), and not more than once per calendar year, the Company Partnership shall cause its independent accountants to furnish the Agent letters Agents a letter (the “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by all of the AgentAgents, the Company shall Partnership may, at its sole discretion, cause a Comfort Letter to be furnished to the Agent Agents within ten (10) Trading Days of such request following the date of (i) the filing of any pro forma financial statements of the Partnership in connection with a material acquisition, or (ii) the occurrence of any material transaction recast or event, including the restatement of the CompanyPartnership’s financial statements. For the avoidance of doubt, if the Partnership does not cause a Comfort Letter to be furnished to the Agents in response to such a request, the Agents shall be under no obligation to sell any Placement Units and shall be entitled to suspend any further obligations under this Agreement pursuant to Section 4 or terminate this Agreement pursuant to Section 13. The Comfort Letter from the CompanyPartnership’s independent accountants shall be in a form and substance reasonably satisfactory to the AgentAgents, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. On or prior to the First Delivery Date and within three (1) On the date of this Agreement and (2) within five (53) Trading Days of each Representation Date, Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent Cxxxx letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentCxxxx, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters Cxxxx in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter, provided that the Company shall be required to furnish to Cxxxx no more than one Comfort Letter hereunder per calendar quarter. With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause its independent accountants to furnish Cxxxx, in form and substance satisfactory to Cxxxx, Comfort Letters at the Time of Sale, dated the date of such Time of Sale, and on the Principal Settlement Date, dated the Principal Settlement Date.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and (2) within five (5) Trading Days of after each subsequent Representation Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, Date the Company shall cause its independent accountants registered public accounting firms to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is Letters are delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if a Comfort Letter required in connection with a Representation Date set forth in Sections 7(l)(i) and (iii) shall only be required to be delivered by the Company’s then current independent registered public accounting firm. If requested by the Agent, the Company shall cause a Comfort Letter Letters to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, event requiring the filing of a Current Report on Form 8-K containing financial information (including the restatement of the Company’s financial statements). The Comfort Letter Letters from the Company’s independent accountants registered public accounting firms shall be in a form and substance reasonably satisfactory to the Agent, (i) confirming that they are the firm is an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)Board, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter Letters with any information that would have been included in the Initial Comfort Letter Letters had it they been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letterletters.

Comfort Letter. (1) On the date of this Agreement and (2) within five (5) Trading Days of each Representation Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided provided, however, if no placement notice 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 the Comfort Letter; provided, further, that if reasonably requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letterletter from each of the Accountant and Mxxxx Xxxxxxx, the “Initial Comfort LetterLetters”) ), and (iii) updating the Initial Comfort Letter Letters with any information that would have been included in the Initial Comfort Letter Letters had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letterletters.

Comfort Letter. (1) On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and Agreement, within three (2) within five (53) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) E for which no waiver is applicable, the Company shall cause (A) its independent accountants (and any other independent accountants whose report is included in the Registration Statement or the Prospectus) to furnish the Sales Agent and the Forward Seller letters (the “Company Comfort Letters”), dated the date the Company Comfort Letter is Letters are delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentSales Agent and the Forward Seller, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act, the Exchange Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letterletter and (B) KPMG to furnish the Sales Agent and the Forward Seller letters in the forms heretofore approved by the Sales Agent and the Forward Seller containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to the financial statements and certain other financial information contained or incorporated within the Registration Statement and the Prospectus related to the Duke Properties (together with the Company Comfort Letters, the “Comfort Letters”).

Comfort Letter. (1) On No later than ten Trading Days following the date of the Company files this Agreement and (2) thereafter within five (5) Trading Days of following each Representation Datesubsequent date the Company files an annual report on Form 10-K under the Exchange Act, during any period in which the Prospectus relating to the Placement Shares is required to be delivered by Agent (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act) and with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On No later than thirty Trading Days following the date of this Agreement the Company files its annual report on Form 10-K for the year ended December 31, 2012 and (2) thereafter within five (5) thirty Trading Days of following each Representation Datesubsequent date the Company files an annual report on Form 10-K under the Exchange Act, during any period in which the Prospectus relating to the Placement Shares is required to be delivered by MLV (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act) and with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent MLV letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentMLV, the Company shall cause a Comfort Letter to be furnished to the Agent MLV within ten (10) thirty Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentMLV and in compliance with generally accepted auditing standards, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. On or prior to the First Placement Notice Date and within one (1) On the date of this Agreement and (2) within five (5) Trading Days Day of each Representation Date, with respect to Date in which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicable, the Company shall cause its independent registered public accounting firm (and any other independent accountants whose report is included in the Registration Statement or the Prospectus) to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n7(p); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) 10 Trading Days of the date of occurrence of any material transaction or eventevent that necessitates the filing of additional, pro forma, amended or revised financial statements (including the any restatement of the Company’s previously issued financial statements). The Each Comfort Letter shall be in form and substance satisfactory to the Agent and each Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance satisfactory to the Agent, (i) confirming confirm that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) statingstate, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating update the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.. The Company shall not be required to furnish more than one comfort letter hereunder per each filing of an annual report on Form 10-K.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice and (2) within five (5) Trading Days of each Representation Date, Date (except for any date that is a Representation Date solely due to the filing of a prospectus supplement pursuant to Section 6(k) hereunder) with respect to which the Company Manager, on behalf of the Trust, is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company Trust shall cause its independent accountants registered public accounting firm to furnish the Agent Agents letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentAgents, the Company Trust shall cause a Comfort Letter to be furnished to the Agent Agents within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the CompanyTrust’s financial statements. The Comfort Letter from the CompanyTrust’s independent accountants registered public accounting firm shall be in a form and substance satisfactory to the AgentAgents, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)United States) and are an independent auditor as required by Canadian Securities Laws, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and (2) within five (5) Trading Days of after each subsequent Representation Date, with respect except for such Representation Dates arising pursuant to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableSection 7(l)(iii), the Company shall cause its independent accountants to furnish the Agent letters Agents a letter (the “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentAgents, the Company shall cause a Comfort Letter to be furnished to the Agent Agents within ten (10) Trading Days of such request following the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the AgentAgents, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. On or prior to the First Delivery Date and within three (1) On the date of this Agreement and (2) within five (53) Trading Days of each Representation Date, Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent Xxxxx letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentXxxxx, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters Xxxxx in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter, provided that the Company shall be required to furnish to Xxxxx no more than one Comfort Letter hereunder per calendar quarter. With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause its independent accountants to furnish Xxxxx, in form and substance satisfactory to Xxxxx, Comfort Letters at the Time of Sale, dated the date of such Time of Sale, and on the Principal Settlement Date, dated the Principal Settlement Date.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice and (2) within five (5) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(l) for which no waiver is applicable, the Company shall cause Xxxx Xxxxxxxx Xxxx-Xxxxxx Xxxxxxx LLP, its independent accountants registered public accounting firm, to furnish the Agent letters a letter (the “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided 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, that the Company shall provide the Agent with the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter be required to be furnished furnish to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statementsno more than one Comfort Letter per calendar quarter. The Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance reasonably satisfactory to the Agent, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and within seven (2) within five (57) Trading Days of each Representation Date, with respect to Date or any period in which the Company Prospectus relating to the Placement Shares is obligated required to deliver a certificate be delivered by Calyon, each time that the Registration Statement is amended or the Prospectus is supplemented to include additional amended financial information or there is filed with the Commission any document incorporated by reference into the Prospectus that contains additional amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in the form attached hereto as Exhibit 7(l) for which no waiver is applicableaccordance with Statement of Financial Accounting Standards No. 144), the Company shall cause its independent accountants to furnish the Agent Calyon letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided however, if no placement notice is pending at of 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentCalyon, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the rules and regulations of the Public Company Accounting Oversight Board (and are in compliance with the “PCAOB”)applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The requirement to provide a Comfort Letter under this Section 7(o) shall be waived for any Representation Date occurring during a fiscal quarter during which the Company does not intend to 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 sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Calyon with a Comfort Letter under this Section 7(o), then before the Company delivers the Placement Notice or Calyon sells any Placement Shares, the Company shall provide Calyon with a Comfort Letter dated the date of the Placement Notice.

Comfort Letter. (1) On the date of this Agreement and (2) within five (5) Trading Days of Agreement, on each Representation Date and each time Securities are delivered to any Agent as principal on a Settlement Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent letters Agents a letter (the a “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentAgents, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act, the Exchange Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters agents in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter; provided, however, that such Comfort Letter delivery requirement shall be waived for any Representation Date occurring at a time at which no instruction to an Agent to sell Securities pursuant to Section 2 has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Securities following any Representation Date when the Company relied on such waiver and a Comfort Letter pursuant to this Section 7(r) was not provided to the Agents, then promptly after the Company instructs an Agent to sell Securities pursuant to Section 2, the Agent(s) shall be provided such Comfort Letter. As used in this Section 7(r), to the extent there shall be a sale of Securities on or following any Representation Date, “promptly” shall be deemed to be at or prior to the Applicable Time for such sale.

Comfort Letter. (1) On the date of this Agreement and (2) within five (5) Trading Days of Agreement, on each Representation Date and each time Securities are delivered to any Agent as principal on a Settlement Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent letters a letter (the a “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the Agent, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act, the Exchange Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters agents in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter; provided, however, that such Comfort Letter delivery requirement shall be waived for any Representation Date occurring at a time at which no instruction to an Agent to sell Securities pursuant to Section 2 has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Securities following any Representation Date when the Company relied on such waiver and a Comfort Letter pursuant to this Section 7(s) was not provided to the Agent, then promptly after the Company instructs an Agent to sell Securities pursuant to Section 2, the Agent(s) shall be provided such Comfort Letter. As used in this Section 7(s), to the extent there shall be a sale of Securities on or following any Representation Date, “promptly” shall be deemed to be at or prior to the Applicable Time for such sale.

Comfort Letter. (1i) On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement or any Terms Agreement and within three (2) within five (53) Trading Days of each any Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(n) for which no waiver is applicable, the Company shall cause its (a) PricewaterhouseCoopers LLP, independent public or certified public accountants for the Company, to furnish the Agent letters (the “Comfort Letters”), Agents a letter dated the date the Comfort Letter letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished delivered and addressed to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or eventAgents, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentAgents, (i) confirming that they are an independent public accounting firm within the meaning containing statements and information of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters type ordinarily covered by included in accountants’ “comfort letters” to underwriters underwriters, delivered according to Auditing Standard 6101 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information of the Company and its subsidiaries contained or incorporated by reference in connection the Registration Statement, the Prospectus, and each free writing prospectus, if any, and, with registered respect to each letter dated the date hereof only, the Prospectus and (ii) confirming that they are (A) independent public offerings or certified public accountants as required by the Securities Act and the Exchange Act and (B) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X (the “PwC Comfort Letter”, the first such letter, the “Initial PwC Comfort Letter”) and (iiib) updating PricewaterhouseCoopers LLP to update the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such later date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The obligations of the Company under this Section 7(p)(i) shall be deferred during any Suspension Period and shall recommence upon a Suspension Rescission Date. (ii) On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement or any Terms Agreement and within three (3) Trading Days of any Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) for which no waiver is applicable, but only for so long as financial statements of Care Capital Properties, Inc. (“CCP”) and its subsidiaries are required to be presented in the Registration Statement pursuant to Rule 3- 05(b)(4)(iii) of Regulation S-X, the Company shall cause KPMG LLP, independent public or certified public accountants for CCP, to furnish the Agents a letter dated the date the letter is delivered and addressed to the Agents, in form and substance satisfactory to the Agents, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters, delivered according to Auditing Standard 6101 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information of CCP and its subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and each free writing prospectus, if any, and, with respect to each letter dated the date hereof only, the Prospectus (the “KPMG Comfort Letter”, the first such letter, the “Initial KPMG Comfort Letter”; the KPMG Comfort Letter, together with the PwC Comfort Letter, the “Comfort Letters”).

Comfort Letter. On or prior to the First Delivery Date and within three (1) On the date of this Agreement and (2) within five (53) Trading Days of each Representation Date, Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent Xxxxx letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the AgentXxxxx, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters Xxxxx in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter; provided, however, that (i) Xxxxx has provided the Company’s independent accountants with a representation letter reasonably satisfactory to the Company’s independent accountants and (ii) any such comfort letter will only be required on the Bring-Down Date to the extent that it contains financial statements filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into a Prospectus. The Company shall not be required to furnish more than one comfort letter hereunder per annual report on Form 10-K and quarterly report on Form 10-Q filed by the Company in connection with an Agency Transaction. With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause its independent accountants to furnish Xxxxx, in form and substance satisfactory to Xxxxx, Comfort Letters at the Time of Sale, dated the date of such Time of Sale, and on the Principal Settlement Date, dated the Principal Settlement Date.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and upon the earlier of (2A) within five (5) Trading Days of after each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) Representation Certificate for which no waiver is applicableapplicable and (B) the date on or after a Representation Date that the Company desires to sell Placement Shares, the Company shall cause its independent accountants to furnish the Agent Xxxxx letters (the “Comfort Letters”), dated the date of the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentXxxxx, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters Xxxxx in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, once the Company has delivered a Comfort Letter to Xxxxx, it shall under no circumstances have any obligation to deliver another Comfort Letter before the next occurring Representation Date. In addition, notwithstanding anything in this Agreement to the contrary, the Company may, in its sole discretion, deliver a Comfort Letter to Xxxxx after a Representation Date with respect to which the Company is not obligated to deliver a Representation Certificate for which a waiver is applicable.

Comfort Letter. (1) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement Agreement, and (2) within five (5) as promptly as possible and in no event later than three Trading Days of following each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for E (except in the case of a waiver, in which case no waiver later than such time that the relevant Placement Notice is applicablefurnished), the Company shall cause its independent accountants (and any other independent accountants whose report is included in the Registration Statement or the Prospectus) to furnish the Agent letters Xxxxx Fargo Securities a letter (the a “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentXxxxx Fargo Securities, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice is given hereunder and thereafter within ten (2) within five (510) Trading Days of after each Representation Date, with respect Date referred to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableSection 7(l)(ii), the Company shall cause its independent accountants to furnish the Agent letters X. Xxxxx FBR a letter (the “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentX. Xxxxx FBR, the Company shall cause a Comfort Letter to be furnished to X. Xxxxx FBR prior to the Agent within ten tenth (1010th) Trading Days of Day after the date of occurrence of any material transaction or event, event (including the restatement of the Company’s financial statements) requiring the filing of a current report on Form 8-K containing material financial information, or the date the first Placement Notice is given hereunder following such a material transaction or event, whichever is later. Further, notwithstanding the foregoing, the Company shall not be required to furnish any such Comfort Letter at any time at which no Placement Notice is pending; provided, however, that a Comfort Letter shall then be required to be furnished to X. Xxxxx FBR prior to the time that the Company delivers its next Placement Notice. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the AgentX. Xxxxx FBR, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and (2) within five (5) Trading Days of after each subsequent Representation Date, with respect other than pursuant to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableSection 7(l)(iii), the Company shall cause its independent accountants to furnish the Agent Agents letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided however, if no placement notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the any Agent sells any Placement Shares, the Company shall provide the Agent Agents with the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the AgentAgents, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice and (2) within five (5) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause its independent accountants registered public accounting firm to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided 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 be required to furnish to the Agent with no more than one Comfort Letter hereunder per calendar quarter. Notwithstanding the Comfort Letter; providedforegoing, further, that if reasonably requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance reasonably satisfactory to the Agent, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)Board, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On the date of this Agreement the first Placement Notice given hereunder and (2) thereafter within five (5) Trading Days of each the Representation Date, with respect to Date or any period in which the Company Prospectus relating to the Placement Shares is obligated required to deliver a certificate be delivered by CF&Co, each time that the Registration Statement is amended or the Prospectus supplemented to include additional amended financial information or there is filed with the Commission any document incorporated by reference into the Prospectus that contains additional amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in the form attached hereto as Exhibit 7(l) for which no waiver is applicableaccordance with Statement of Financial Accounting Standards No. 144), the Company shall cause its independent accountants to furnish the Agent CF&Co letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided however, if no placement notice is pending at of 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentCF&Co, (i) confirming that they are an independent public accounting firm accountants within the meaning of the Securities Act and are in compliance with the Public Company Accounting Oversight Board (applicable requirements relating to the “PCAOB”)qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The requirement to provide a Comfort Letter under this Section 7(o) 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 issues a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide CF&Co with a Comfort Letter under this Section 7(o), then before CF&Co either delivers the Placement Notice or sells any Placement Shares, the Company shall provide CF&Co with a Comfort Letter dated the date of the Placement Notice.

Comfort Letter. (1A) On or prior to the date of this Agreement delivery of the first Placement Notice relating to the Securities and (2) within five (5) Trading Days after the filing by the Partnership of each Representation Date, with respect to which an annual report on Form 20-F under the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableExchange Act, the Company Partnership shall cause its independent accountants (and any other independent accountants whose report is included or incorporated by reference in the Registration Statement or the Prospectus, pursuant to Rule 3-05 of Regulation S-X or otherwise) to furnish the Agent the Agents letters (the “Comfort Letters”), dated the date the that such Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentAgents, the Company Partnership shall cause a Comfort Letter to be furnished to the Agent Agents within ten (10) Trading Days of such request following the date of occurrence of any material transaction or event, including the restatement of the CompanyPartnership’s financial statements. The Comfort Letter from shall be in the Companyform and substance customarily used by the Partnership’s independent accountants shall be in a form for transactions of this type and substance reasonably satisfactory to the AgentAgents, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act, the Securities Act Regulations and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On Prior to the date of this Agreement the first Placement Notice and (2) within five (5) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 8(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause (i) its independent accountants registered public accounting firm to furnish the Agent Agents letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n8(n) and (ii) the Company’s chief financial officer to furnish the Agents a certificate (the “CFO Certificate”); provided however, if no placement notice dated the date the CFO Certificate 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 the Comfort Letterdelivered; provided, further, that if requested by the AgentAgents, the Company shall cause a Comfort Letter and/or CFO Certificate to be furnished to the Agent Agents within ten (10) Trading Days of the date of occurrence of any material transaction or event, event requiring the filing of a current report on Form 6-K containing financial information (including the restatement of the Company’s financial statements). The Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance satisfactory to the AgentAgents, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The CFO Certificate shall be in a form and substance satisfactory to the Agents, with respect to certain financial data contained in the Registration Statement, Prospectus or documents incorporated by reference therein, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Agents.

Comfort Letter. (1) On Prior to the date of this Agreement the first Placement Notice and (2) within five (5) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause its independent accountants registered public accounting firm to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivereddelivered having a cut-off date of not more than two (2) Trading Days prior to such date, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance satisfactory to the Agent, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)United States) and are an independent auditor as required by Canadian securities laws, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of that the first Placement Shares are sold pursuant to this Agreement and within seven (2) within five (57) Trading Days of after each Representation Date, each time that the Registration Statement is amended or the Prospectus Supplement is supplemented to include additional amended financial information or there is filed with respect the Commission any Incorporated Document that contains additional amended financial information (other than an earnings release to which “furnish” information pursuant to Item 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 Company is obligated to deliver a certificate reclassifications of certain properties as discontinued operations in the form attached hereto as Exhibit 7(l) for which no waiver is applicableaccordance with Accounting Standards Codification Section 205-20-45), the Company shall cause its independent accountants to furnish the Agent CF&Co letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided however, if no placement notice is pending at of 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentCF&Co, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the rules and regulations of the Public Company Accounting Oversight Board (and are in compliance with the “PCAOB”)applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) ), and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as then amended or supplemented. The requirement to provide a Comfort Letter under this Section 7(o) shall be waived for any Representation Date occurring during a fiscal quarter during which the Company does not intend to sell any of the 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 sell any of the Placement Shares following a Representation Date when the Company relied on such waiver and supplemented to did not provide CF&Co with a Comfort Letter under this Section 7(o), then before the Company delivers the Placement Notice or CF&Co sells any of the Placement Shares, the Company shall provide CF&Co with a Comfort Letter dated the date of such letterthe Placement Notice or the date on which CF&Co recommences sales of any of the Placement Shares pursuant to a prior Placement Notice, as applicable.

Comfort Letter. On or prior to the earlier of (1i) On the First Delivery Date and (ii) the date of this Agreement and that is twenty (2) within five (520) Trading Days of following the date the Company files its annual report on Form 10-K for the fiscal year ended April 30, 2015, and thereafter within twenty (20) Trading Days following each Representation Datesubsequent date the Company files an annual report on Form 10-K under the Exchange Act, during any period in which the Prospectus relating to the Placement Shares is required to be delivered by Noble (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act) and with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), the Company shall cause its independent accountants to furnish the Agent Noble letters (the “Comfort Letters”), dated the date that the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentNoble, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act, the Exchange Act and the Public Company Accounting Oversight Board (rules and regulations of the “PCAOB”)PCAOB and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters Noble in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1i) On or prior to the date of this Agreement the first Placement Notice, and (2ii) within five (5) Trading Days of each Representation Date, Date (except for any date that is a Representation Date solely due to the filing of a prospectus supplement pursuant to Section 8(k) hereunder) with respect to which the Company Manager, on behalf of the Trust, is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 8(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company Trust shall cause its independent accountants registered public accounting firm to furnish the Agent letters Agents a letter (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n8(n); 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 the Comfort Letter; provided, further, that if requested by the AgentAgents, the Company Trust shall cause a Comfort Letter to be furnished to the Agent Agents within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the CompanyTrust’s financial statements. The Comfort Letter from the CompanyTrust’s independent accountants registered public accounting firm shall be in a form and substance satisfactory to the AgentAgents, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)United States) and are an independent auditor as required by Canadian Securities Laws, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The requirement to provide a Comfort Letter under this Section 8(n) shall be waived for any Representation Date occurring at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Manager, on behalf of the Trust, delivers instructions for the sale of Placement Units hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Manager, on behalf of the Trust, subsequently decides to sell Placement Units following a Representation Date when a Suspension was in effect and did not provide the Agents with a Comfort Letter under this Section 8(n), then before the Manager, on behalf of the Trust, delivers the instructions for the sale of Placement Units or the Agents sell any Placement Units pursuant to such instructions, the Manager, on behalf of the Trust, shall cause the current auditor of the Trust to provide the Agents with a Comfort Letter in conformity with this Section 8(n) dated as of the date that the instructions for the sale of Placement Units are issued.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and (2) within five seven (57) Trading Days of after each Representation Date, other than pursuant to Section 7(l)(iii), with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause its independent accountants registered public accounting firm to furnish the Agent MLV letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentMLV, the Company shall cause a Comfort Letter to be furnished to the Agent MLV within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statementsstatements requiring the filing of a current report on Form 8-K containing material financial information and the date the first Placement Notice is given hereunder following such a material transaction or event, whichever is later. The Comfort Letter from the Company’s independent accountants registered public accountanting firm shall be in a form and substance reasonably satisfactory to the AgentMLV, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountantsan independent registered public accountanting firms’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. On or prior to the First Delivery Date and within three (1) On the date of this Agreement and (2) within five (53) Trading Days of after each Representation Date, Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent letters Xxxxx a letter (the “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the AgentXxxxx, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)Board, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters Xxxxx in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The Company shall not be required to furnish more than one Comfort Letter hereunder per annual report on Form 10-K and quarterly report on Form 10-Q filed by the Company in connection with an Agency Transaction. With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause its independent accountants to furnish Xxxxx, in form and substance reasonably satisfactory to Xxxxx, Comfort Letters at the Time of Sale, dated the date of such Time of Sale, and on the Principal Settlement Date, dated the Principal Settlement Date.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and (2) within five (5) Trading Days of after each subsequent Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(l) for which no waiver is applicable, other than pursuant to Section 7(l)(iii), the Company shall cause its independent accountants to furnish the Agent letters (the each, a “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The requirement to cause to be furnished a Comfort Letter pursuant to this Section 7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending and the Company does not expect to deliver a Placement Notice during the period following the appliable Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company did not cause to be furnished to the Agent a Comfort Letter under this Section 7(n), then before the Agent sells any Placement Shares, the Company shall cause to be furnished to the Agent a Comfort Letter under this Section 7(n) dated the date of the Placement Notice.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and (2) within five (5) Trading Days of after each subsequent Representation Date, with respect other than pursuant to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableSection 7(l)(iii), the Company shall cause its independent accountants to furnish the Distribution Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, furtherthat, that if requested by the Distribution Agent, the Company shall cause a Comfort Letter to be furnished to the Distribution Agent within ten (10) Trading Days of such request following the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the Distribution Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement, each time Common Shares are delivered to the Designated Agent as principal on a Settlement Date, within three (13) On Trading Days after the date of this Agreement and a N-CSR Filing, within three (2) within five (53) Trading Days after the date of each Representation Date, a N-PORT Filing (provided that this obligation may be satisfied with respect to which the Company is obligated to deliver delivery of a Chief Financial Officer certificate in form reasonably satisfactory to the form attached hereto as Exhibit 7(lAgents in the case of a N-PORT filing) for which no waiver and each time that the Registration Statement is applicableamended or the Prospectus supplemented to include additional or amended financial information (the “Comfort Letter Triggering Event”), the Company shall cause its independent accountants to furnish the Agent Agents letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentAgents, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act, the Exchange Act and the Public Company Accounting Oversight Board (the “PCAOB”)Board, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The requirement to provide a Comfort Letter under this Section 8(r) shall be waived if at the time of the Comfort Letter Triggering Event there is no Placement Notice outstanding. Notwithstanding the foregoing, if the Company subsequently decides to issue a Placement Notice, the Company shall provide the Agents with a Comfort Letter prior to the issuance of such Placement Notice.

Comfort Letter. (1) On the date of this Agreement and (2) within five (5) Trading Days of each Representation Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause its independent accountants Accountants to furnish the Agent Agents letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided however, in the case of the First Placement Notice or if no placement notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the an Agent sells any Placement Shares, the Company shall provide the Agent Agents with the Comfort LetterLetters; provided, further, that if requested by the AgentAgents, the Company shall cause a the Comfort Letter Letters to be furnished to the Agent Agents within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter Letters from the Company’s independent accountants Accountants shall be in a form and substance satisfactory to the AgentAgents, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letterletters, the “Initial Comfort LetterLetters”) and (iii) updating the Initial Comfort Letter Letters with any information that would have been included in the Initial Comfort Letter Letters had it they been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letterletters.

Comfort Letter. (1) On Prior to the date of this Agreement the first Placement Notice and (2) within five (5) Trading Business Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause its independent accountants registered public accounting firm to furnish the Agent Agents letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n7(p); 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 the Comfort Letter; provided, further, that if reasonably requested by the AgentAgents, the Company shall cause a Comfort Letter to be furnished to the Agent Agents within ten (10) Trading Business Days of the date of such request following the occurrence of any material transaction or eventevent requiring the filing of a Current Report on Form 8-K containing financial information, including the restatement of the Company’s financial statements, provided, however, that the requirement to provide such additional Comfort Letter shall be waived for any time a Placement Notice is not pending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder and the next occurring Representation Date. The Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance reasonably satisfactory to the AgentAgents, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)Board, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement and (2) within five (5) Trading Days of each Representation First Delivery Date, during any period in which the Prospectus relating to the Placement Shares is required to be delivered by Noble (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act) and any Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), the Company shall cause its independent accountants accountant to furnish the Agent letters Noble a letter (the “Comfort LettersLetter”), dated the date that the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentNoble, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act, the Exchange Act and the Public Company Accounting Oversight Board (rules and regulations of the “PCAOB”)PCAOB and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters Noble in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter; provided, however, that any such Comfort Letter will only be required on the Representation Date specified to the extent that the filing by the Company under the Exchange Act that gives rise to the Representation Date contains financial statements, supporting schedules or other financial information incorporated by reference into the Registration Statement.

Comfort Letter. (1i) On or prior to the date of this Agreement the first Placement Notice, and (2ii) within five (5) Trading Days of each Representation Date, Date (except for any date that is a Representation Date solely due to the filing of a prospectus supplement pursuant to Section 8(k) hereunder) with respect to which the Company Manager, on behalf of the Trust, is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 8(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company Trust shall cause its independent accountants registered accounting firm to furnish the Agent letters Agents a letter (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n8(n); 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 the Comfort Letter; provided, further, that if requested by the AgentAgents, the Company Trust shall cause a Comfort Letter to be furnished to the Agent Agents within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the CompanyTrust’s financial statements. The Comfort Letter from the CompanyTrust’s independent accountants registered public accounting firm shall be in a form and substance satisfactory to the AgentAgents, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)United States) and are an independent auditor as required by Canadian Securities Laws, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The requirement to provide a Comfort Letter under this Section 8(n) shall be waived for any Representation Date occurring at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Manager, on behalf of the Trust, delivers instructions for the sale of Placement Units hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Manager, on behalf of the Trust, subsequently decides to sell Placement Units following a Representation Date when a Suspension was in effect and did not provide the Agents with a Comfort Letter under this Section 8(n), then before the Manager, on behalf of the Trust, delivers the instructions for the sale of Placement Units or the Agents sell any Placement Units pursuant to such instructions, the Manager, on behalf of the Trust, shall cause the current auditor of the Trust to provide the Agents with a Comfort Letter in conformity with this Section 8(n) dated as of the date that the instructions for the sale of Placement Units are issued.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice and within three (2) within five (53) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent letters Cantor a letter (the “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n7(o); 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 the Comfort Letter; provided, further, that if requested by the AgentCantor, the Company shall cause a Comfort Letter to be furnished to the Agent Cantor within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of US-DOCS\103004889.3 the Company’s financial statementsStatements. The Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance reasonably satisfactory to the AgentCantor, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)Board, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters Cantor in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On the date of this Agreement and (2) within five (5) Trading Days of each Representation Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if reasonably requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date that the first Shares (including Forward Hedge Shares) are sold pursuant to the terms of this Agreement or any Confirmation or Terms Agreement and within three (2) within five (53) Trading Days of each any Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(n) for which no waiver is applicable, the Company shall cause its (a) KPMG LLP, independent public or certified public accountants for the Company, to furnish the Agent letters (the “Comfort Letters”), Agents and Forward Purchasers a letter dated the date the Comfort Letter letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished delivered and addressed to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or eventAgents and Forward Purchasers, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentAgents and Forward Purchasers, (i) confirming that they are an independent public accounting firm within the meaning containing statements and information of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters type ordinarily covered by included in accountants’ “comfort letters” to underwriters underwriters, delivered according to Auditing Standard 6101 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information of the Company and its subsidiaries contained or incorporated by reference in connection the Registration Statement, the Prospectus, and each free writing prospectus, if any, and, with registered respect to each letter dated the date hereof only, the Prospectus and (ii) confirming that they are (A) independent public offerings or certified public accountants as required by the Securities Act and the Exchange Act and (B) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X (the “KPMG Comfort Letter”, and the first such letter, the “Initial KPMG Comfort Letter”) and (iiib) updating KPMG LLP to update the Initial KPMG Comfort Letter with any information that would have been included in the Initial KPMG Comfort Letter had it been given on such later date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The obligations of the Company under this Section 7(p) shall be deferred during any Suspension Period and shall recommence upon a Suspension Rescission Date.

Comfort Letter. (1) On No later than ten Trading Days following the date of the Company files this Agreement and (2) thereafter within five (5) Trading Days of following each Representation Datesubsequent date the Company files an annual report on Form 10-K under the Exchange Act, during any period in which the Prospectus relating to the Placement Shares is required to be delivered by Agents (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act) and with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent Agents letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentAgents, the Company shall cause a Comfort Letter to be furnished to the Agent Agents within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentAgents, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. No later than twenty (1) On the date of this Agreement and (2) within five (520) Trading Days of following the date the Company files its annual report on Form 10-K for the year ending April 30, 2011 and thereafter within twenty (20) Trading Days following each Representation Datesubsequent date the Company files an annual report on Form 10-K under the Exchange Act, during any period in which the Prospectus relating to the Placement Shares is required to be delivered by MLV (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act) and with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent MLV letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s 's independent accountants shall be in a form and substance satisfactory to the AgentMLV, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice and (2) unless waived by the Agent, within five (5) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(l) for which no waiver is applicableapplicable (including, for the avoidance of doubt, any automatic waiver pursuant to Section 7(l)) and excluding the date of this Agreement, the Company shall cause its independent accountants registered public accounting firm to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, event requiring the filing of a Current Report on Form 8-K containing material financial information (including the restatement of the Company’s financial statements). The Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance reasonably satisfactory to the Agent, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of that the first Placement Shares are sold pursuant to this Agreement and within seven (2) within five (57) Trading Days of after each Representation Date, each time that the Registration Statement is amended or the Prospectus is supplemented to include additional amended financial information or there is filed with respect the Commission any Incorporated Document that contains additional amended financial information (other than an earnings release to which “furnish” information pursuant to Item 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 Company is obligated to deliver a certificate reclassifications of certain properties as discontinued operations in the form attached hereto as Exhibit 7(l) for which no waiver is applicableaccordance with Accounting Standards Codification Section 205-20-45), the Company shall cause its independent accountants registered public accounting firm to furnish the Agent CF&Co letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided however, if no placement notice is pending at of 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentCF&Co, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the rules and regulations of the Public Company Accounting Oversight Board (and are in compliance with the “PCAOB”)applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) ), and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as then amended and supplemented or supplemented. The requirement to provide a Comfort Letter under this Section 7(o) shall be waived for any Representation Date occurring during a fiscal quarter during which the date Company does not intend to sell any of such letter.the

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and (2) within five (5) Trading Days of after each subsequent Representation Date, with respect other than pursuant to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableSection 7(l)(iii), the Company shall cause its independent accountants to furnish the Agent Agents letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n7(o); provided however, if no placement notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the any Agent sells any Placement Shares, the Company shall provide the Agent Agents with the Comfort Letter; provided, further, that if requested by the AgentAgents, the Company shall cause a Comfort Letter to be furnished to the Agent Agents within ten (10) Trading Days of such request following the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the AgentAgents, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On the date of this Agreement and (2) within five (5) Trading Days of each Representation Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent Agents letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided however, if no placement notice Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells Agents sell any Placement Shares, the Company shall provide the Agent Agents with the Comfort Letter; provided, further, that if requested by the AgentAgents, the Company shall cause a Comfort Letter to be furnished to the Agent Agents within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the AgentAgents, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. The Company shall, within ten (110) On business days following the date of this Agreement (but, in no event, later than the date of the initial Placement Notice given hereunder), unless otherwise agreed by the parties in writing, and (2) thereafter within five (5) Trading Days ten days of each Representation Date, with respect to which the filing by the Company is obligated to deliver a certificate in of an annual report on Form 10-K under the form attached hereto as Exhibit 7(l) for which no waiver is applicableExchange Act, the Company shall cause its independent accountants to furnish to the Agent letters a letter, dated as of such date, confirming that they are independent accountants within the meaning of the Securities Act and the Exchange Act and the respective applicable published rules and regulations thereunder, including without limitation the rules of the Public Company Accounting Oversight Board and Rule 2-01 of Regulation S-X (the “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or eventevent that would affect the Company’s financial statements, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants public accounting firm shall be in a form and substance satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and (2) within five (5) Trading Days of after each subsequent Representation Date, with respect other than pursuant to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableSection 7(l)(iv), the Company shall cause its independent accountants to furnish the Distribution Agent letters (the “"Comfort Letters”"), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Distribution Agent, the Company shall cause a Comfort Letter to be furnished to the Distribution Agent within ten (10) Trading Days of such request following the date of occurrence of any material transaction or event, including the restatement of the Company’s 's financial statements. The Comfort Letter from the Company’s 's independent accountants shall be in a form and substance reasonably satisfactory to the Distribution Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “' "comfort letters” " to underwriters in connection with registered public offerings (the first such letter, the “"Initial Comfort Letter”") and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and (2) within five (5) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(l) for which no waiver is applicable, the Company shall cause its independent accountants registered public accounting firm to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or eventevent which necessitates the filing of additional or revised financial statements, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s current independent accountants registered public accounting firm shall be in a form and substance reasonably satisfactory to the Agent, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. Notwithstanding the foregoing, the Agent and the Company hereby agree that the Company shall not be obligated (x) to cause PwC Wirtschaftsprüfung GmbH to furnish any Comfort Letter or (y) to cause its current independent registered public accounting firm to furnish any Comfort Letter covering financial information or other matters for any period prior to the Company’s fiscal year ended December 31, 2016.

Comfort Letter. (1) On No later than ten Trading Days following the date of this Agreement the first Placement Notice given hereunder and (2) within five (5) thereafter ten Trading Days of each Representation Datefollowing the date the Company files an annual report on Form 10-K under the Exchange Act, during any period in which the Prospectus relating to the Placement Shares is required to be delivered by Xx Xxxxx (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act) and with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent Xx Xxxxx letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentXx Xxxxx, the Company shall cause a Comfort Letter to be furnished to the Agent Xx Xxxxx within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentXx Xxxxx, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On the date of this Agreement hereof and (2) on or prior to the First Placement Notice Date and within five (5) three Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 7(m) for which no waiver is applicable, the Company shall cause its independent registered public accounting firm (and any other independent accountants whose report is included in the Registration Statement or the Prospectus) to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n7(p); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) 10 Trading Days of the date of occurrence of any material transaction or eventevent that necessitates the filing of additional, pro forma, amended or revised financial statements (including the any restatement of the Company’s previously issued financial statements). The Each Comfort Letter shall be in form and substance satisfactory to the Agent and each Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance satisfactory to the Agent, (i) confirming confirm that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) statingstate, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating update the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and within three (2) within five (53) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(n) for which no waiver is applicable, the Company shall cause its (a) Xxxxx Xxxxxxxx LLP, independent public or certified public accountants for the Company, to furnish the Agent letters (the “Comfort Letters”), xxxxxxx Xxxxxxx Xxxxx a letter dated the date the Comfort Letter letter is delivereddelivered and addressed to Xxxxxxx Xxxxx, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentXxxxxxx Xxxxx, (i) confirming that they are an independent public accounting firm within the meaning containing statements and information of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters type ordinarily covered by included in accountants’ “comfort letters” to underwriters underwriters, delivered according to Accounting Standards Update No. 634 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information of the Company and its subsidiaries contained in connection the Registration Statement, the Prospectus, and each free writing prospectus, if any, and, with registered respect to each letter dated the date hereof only, the Prospectus, and (ii) confirming that they are (A) independent public offerings or certified public accountants as required by the Securities Act and the Exchange Act and the applicable published rules and regulations thereunder (the “Comfort Letter:, the first such letter, the “Initial Comfort Letter”) and (iiib) updating Xxxxx Xxxxxxxx LLP to update the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The obligations of the Company under this Section 7(p) shall be deferred during any Suspension Period and shall recommence upon the termination of such Suspension Period.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and (2) within five (5) Trading Days of after each subsequent Representation Date, with respect other than pursuant to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableSection 7(l)(iii), the Company shall cause its independent accountants to furnish the Agent letters Agents a letter (the “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the AgentAgents, the Company shall cause a Comfort Letter to be furnished to the Agent Agents within ten (10) Trading Days of such request following the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the AgentAgents, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)Board, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) ), and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement Agreement, and (2) within five (5) three Trading Days of following each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for F (except in the case of a Waiver, in which case no waiver later than such time that the relevant Placement Notice is applicablefurnished), the Company shall cause its independent accountants (and any other independent accountants whose report is included in the Registration Statement or the Prospectus) to furnish the Agent letters Wxxxx Fargo Securities a letter (the a “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentWxxxx Fargo Securities, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)Board, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. On or prior to the First Delivery Date and within three (1) On the date of this Agreement and (2) within five (53) Trading Days of each Representation Date, Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(m) for which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agent letters Cowen a letter (the “Comfort LettersLetter”), on each occasion dated the date the on which each Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentCowen, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters Cowen in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter; provided that the Company shall be required to furnish to Cowen no more than one Comfort Letter hereunder per each filing of an annual report on Form 10-K or a quarterly report on Form 10-Q. With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause its independent accountants to furnish Cowen, in form and substance satisfactory to Cowen, Comfort Letters at the Time of Sale, dated the date of such Time of Sale, and on the Principal Settlement Date, dated the Principal Settlement Date.

Comfort Letter. (1) On or prior to the First Placement Notice Date and on any date of this Agreement and (2) within five (5) Trading Days of each Representation Date, with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lpursuant to Section 8(m) for which no waiver is applicable, the Company shall cause its independent registered public accounting firm (and any other independent accountants whose report is included in the Registration Statement or the Prospectus) to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n8(p); provided provided, however, if that no placement notice such comfort letter shall be required for each Representation Date that is pending at such Representation Date, then before neither the First Placement Notice Date nor a date on which the Company delivers files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a Placement Notice or material amendment to the Agent sells any Placement Sharespreviously filed Form 20-F) pursuant to Section 8(m)(ii)) and that in lieu of such comfort letter on subsequent Representation Dates, the Company shall provide a certificate in form and substance reasonably satisfactory to the Agent with Agent, executed by the Comfort LetterChief Financial Officer of the Company; provided, provided further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) 10 Trading Days of the date of occurrence of any material transaction or eventevent that necessitates the filing of additional, pro forma, amended or revised financial statements (including the any restatement of the Company’s previously issued financial statements). The Each Comfort Letter shall be in form and substance satisfactory to the Agent and each Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance satisfactory to the Agent, (i) confirming confirm that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) statingstate, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating update the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and within three (2) within five (53) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l7(n) for which no waiver is applicable, the Company shall cause its (a) PricewaterhouseCoopers LLP, independent public or certified public accountants for the Company, to furnish [—] and the Agent letters (the “Comfort Letters”), Alternative Agents a letter dated the date the Comfort Letter letter is delivereddelivered and addressed to [—] and the Alternative Agents, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to [—] and the AgentAlternative Agents, (i) confirming that they are an independent public accounting firm within the meaning containing statements and information of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters type ordinarily covered by included in accountants’ “comfort letters” to underwriters underwriters, delivered according to Accounting Standards Update No. 634 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information of the Company and its subsidiaries contained in connection the Registration Statement, the Prospectus, and each free writing prospectus, if any, and, with registered respect to each letter dated the date hereof only, the Prospectus, and (ii) confirming that they are (A) independent public offerings or certified public accountants as required by the Securities Act and the Exchange Act and (B) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S X (the “Comfort Letter”, the first such letter, the “Initial Comfort Letter”) and (iiib) updating PricewaterhouseCoopers LLP to update the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The obligations of the Company under this Section 7(p) shall be deferred during any Suspension Period and shall recommence upon the termination of such Suspension Period.

Comfort Letter. (1) On Prior to the date of this Agreement the first Placement Notice and (2) within five (5) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause its independent accountants registered public accounting firm to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivereddelivered having a cut-off date of not more than two (2) Trading Days prior to such date, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants registered public accounting firm shall be in a form and substance satisfactory to the Agent, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)United States) and are an independent auditor as required by Canadian Securities Laws, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the U.S. Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. (1) On or prior to the date of this Agreement the first Placement Notice given hereunder and (2) within five (5) Trading Days of after each subsequent Representation Date, with respect other than pursuant to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(lSection 7(l)(i), Section 7(l)(iii) for which no waiver is applicableor Section 7(l)(iv), and not more than once per calendar year, the Company Partnership shall cause its independent accountants to furnish the Agent letters a letter (the “Comfort LettersLetter”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall Partnership may, at its sole discretion, cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of such request following the date of (i) the filing of any pro forma financial statements of the Partnership in connection with a material acquisition, or (ii) the occurrence of any material transaction recast or event, including the restatement of the CompanyPartnership’s financial statements. For the avoidance of doubt, if the Partnership does not cause a Comfort Letter to be furnished to the Agent in response to such a request, the Agent shall be under no obligation to sell any Placement Units and shall be entitled to suspend any further obligations under this Agreement pursuant to Section 4 or terminate this Agreement pursuant to Section 13. The Comfort Letter from the CompanyPartnership’s independent accountants shall be in a form and substance reasonably satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”)Board, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement, each time Common Shares are delivered to Ladenburg as principal on a Settlement Date, within three (13) On Trading Days after the date of this Agreement and a Form 10-K Filing, within three (2) within five (53) Trading Days after the date of a Form 10-Q Filing and each Representation Date, with respect time that the Registration Statement is amended or the Prospectus supplemented to which include or incorporate by reference additional or amended financial information (the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable“Comfort Letter Triggering Event”), the Company shall cause its independent accountants to furnish the Agent Ladenburg letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); 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 the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the AgentLadenburg, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act, the Exchange Act and the Public Company Accounting Oversight Board (the “PCAOB”)Board, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the ProspectusProspectus (including any documents which were or are subsequently incorporated by reference therein, if any), as amended and supplemented to the date of such letter. The requirement to provide a Comfort Letter under this Section 8(r) shall be waived if at the time of the Comfort Letter Triggering Event there is no Placement Notice outstanding. Notwithstanding the foregoing, if the Company subsequently decides to issue a Placement Notice, the Company shall provide Ladenburg with a Comfort Letter prior to the issuance of such Placement Notice.