Common use of Registration Statement Amendments Clause in Contracts

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

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

Registration Statement Amendments. After the date of this Agreement and during any the period in which a Prospectus relating to any Placement Shares prospectus is required by the Securities Act to be delivered by Agent under the Securities Act [-] (including in circumstances where such requirement may be satisfied pursuant to Rule 172 whether physically or through compliance with applicable rules under the Securities Act)) in connection with any sale of Shares, (i) the Company Fund will notify Agent [-] promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or and has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; it will prepare and file with the Commission, (ii) the Company will not file promptly upon [-]’s request, any amendment amendments or supplement supplements to the Registration Statement or ProspectusProspectus that, other than documents incorporated in [-]’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Shares by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing and Agent has not reasonably objected thereto [-] (provided, however, (A) however that the failure of Agent [-] to make such objection request shall not relieve the Company Fund or the Adviser of any obligation or liability hereunder, or affect Agent[-]’s right to rely on the representations and warranties made by the Company Fund or the Adviser in this Agreement and (B) that Agreement); the Company has no obligation Fund will submit to provide Agent any advance [-] a copy of such filing any amendment or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate supplement to the transactions contemplated hereunder) Registration Statement or Prospectus relating to the Common Stock of the Fund or a security convertible into shares of Common Stock of the Fund a reasonable period of time before the filing; and the Company it will furnish to Agent [-] at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into in the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company Fund will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of 497 under the Securities Act), and will advise [-] of the time and manner of such filing.

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by Agent [MKT NAME] under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Agent [MKT NAME] promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying [MKT NAME], of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) at any time during which a Placement Notice is pending, the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares Securities or a security convertible into the Placement Shares Common Stock unless a copy thereof has been submitted to Agent [MKT NAME] within a reasonable period of time before the filing and Agent [MKT NAME] has not reasonably objected thereto (provided, however, (A) that the failure of Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) that the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate to the transactions contemplated hereunder) and the Company will furnish to Agent [MKT NAME] at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act“Prospectus Delivery Period”), (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares Prospectus unless a copy thereof has been submitted to the Agent within a reasonable period of time two business days before the filing and the Agent has not reasonably objected thereto within the two business day period (provided, however, that (A) that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) that the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does not name the Agent or does not relate to the transactions contemplated hereunder) and ; provided, further, that the only remedy the Agent shall have with respect to the failure by the Company will furnish to provide the Agent at the time of filing thereof a with such copy of any document that upon filing is deemed shall be to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXcease making sales under this Agreement); and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) 497 of the Securities Act within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during During any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement related to any Placement to the Registration Statement or Prospectus or for additional informationinformation related to any Placement, (ii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (except for documents incorporated by reference) unless a copy thereof has been submitted to the Agent within in a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, (A) that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) that the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does not name the Agent or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities Act)Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act“Prospectus Delivery Period”), (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares Prospectus unless a copy thereof has been submitted to the Agent within a reasonable period of time two business days before the filing and the Agent has not reasonably objected thereto within the two business day period (provided, however, that (A) that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) that the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does not name the Agent or does not relate to the transactions contemplated hereunder) and hereunder; provided, further, that the only remedy the Agent shall have with respect to the failure by the Company will furnish to provide the Agent at the time of filing thereof a with such copy of any document that upon filing is deemed shall be to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; cease making sales under this Agreement); and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) 497 of the Securities Act within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act“Prospectus Delivery Period”), (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares Prospectus unless a copy thereof has been submitted to the Agent within a reasonable period of time two business days before the filing and the Agent has not reasonably objected thereto within the two business day period (provided, however, that (A) that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) that the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does not name the Agent or does not relate to the transactions contemplated hereunder) and ; provided, further, that the only remedy the Agent shall have with respect to the failure by the Company will furnish to provide the Agent at the time of filing thereof a with such copy of any document that upon filing is deemed shall be to be incorporated by reference into the Registration Statement or Prospectuscease making sales under this Agreement), except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) 497 of the Securities Act within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the The Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent the Agents, the Forward Sellers and the Forward Purchasers within a reasonable period of time before the filing and Agent has the Agents, the Forward Sellers and Forward Purchasers have not reasonably objected thereto (provided, however, (A) that the failure of Agent the Agents, the Forward Sellers or the Forward Purchasers to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Agent’s the Agents’, the Forward Sellers’ or the Forward Purchasers’ right to rely on the representations and warranties made by the Company in this Agreement and (B) that the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate to the transactions contemplated hereunder) Agreement), and the Company will promptly notify the Agents, the Forward Sellers and the Forward Purchasers when any such filing has been made or becomes effective, as applicable, and furnish to Agent the Agents, the Forward Sellers and the Forward Purchasers at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the EXXXX. The Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by referencereference or an amendment or supplement related solely to the issuance or offering of securities other than the Shares, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) under the Securities Act). If the third anniversary of the initial effective date of the Registration Statement occurs before all the Shares have been sold, and this Agreement is still in effect, prior to such third anniversary, the Company shall file, subject to Section 6(a), a new shelf registration statement and to take any other action necessary to permit the public offering of the Shares to continue without interruption (references herein to the Registration Statement shall include the new registration statement as effective under the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement supplement, other than documents incorporated by reference, to the Registration Statement or Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing and the Agent has not objected reasonably objected thereto in writing within two (2) Business Days (provided, however, (A) that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) provided, further, that the Company has no obligation to provide only remedy Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate shall have with respect to the transactions contemplated hereunderfailure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXXXXXX (provided that for the avoidance of doubt, this clause (iii) shall not apply to documents the Company furnishes with the Commission under the Exchange Act); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement; (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, (A) that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) provided, further, that the Company has no obligation to provide only remedy the Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate shall have with respect to the transactions contemplated hereunderfailure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement supplement, other than documents incorporated by reference, to the Registration GDSVF&H\ -18- Statement or Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing and the Agent has not objected reasonably objected thereto in writing within two (2) Business Days (provided, however, (A) that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) provided, further, that the Company has no obligation to provide only remedy Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate shall have with respect to the transactions contemplated hereunderfailure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXXXXXX (provided that for the avoidance of doubt, this clause (iii) shall not apply to documents the Company furnishes with the Commission under the Exchange Act); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

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

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement the Shares is required to be delivered by Agent the Underwriters under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Agent the Representatives as promptly as reasonably practicable of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, as promptly as reasonably practicable upon the Representatives’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Representatives’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Shares by the Underwriters (provided, however, that the failure of the Representatives to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Underwriters’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent the Representatives within a reasonable period of time before the filing and Agent has the Representatives have not reasonably objected thereto (provided, however, (A) that the failure of Agent the Representatives to make such 13 objection shall not relieve the Company of any obligation or liability hereunder, or affect Agent’s the Underwriters’ right to rely on the representations and warranties made by the Company in this Agreement and (B) that the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate to the transactions contemplated hereunder) and the Company will furnish to Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXAgreement); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

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

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

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

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

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) 53.%2.%3.%4. the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; 54.%2.%3.%4. the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Sales Agent (ii) provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); 55.%2.%3.%4. the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares Securities or a security convertible into the Placement Shares Securities unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, (A) that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement and (B) that the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate to the transactions contemplated hereunderAgreement) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) 56.%2.%3.%4. the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencean Incorporated Document, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable judgment, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares Securities or a security convertible into the Placement Shares Securities, other than an Incorporated Document, unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, (A) that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) that the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate to the transactions contemplated hereunderAgreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by referencean Incorporated Document, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act)) or, in the case of any documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Units is required to be delivered by Agent any Manager under the Securities Act (including in circumstances where such requirement may whether physically, deemed to be satisfied delivered pursuant to Rule 172 under 153 of the Securities ActAct Regulations, or through compliance with Rule 172 of the Securities Act Regulations or any similar rule), (i) the Company Partnership will notify Agent the Managers promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission SEC and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission SEC or any request by the Commission SEC for any amendment or supplement to the Registration Statement or Prospectus or for additional information, information relating thereto; (ii) the Company Partnership will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares Units or a security convertible into the Placement Shares Units unless a copy thereof has been submitted to Agent the Managers within a reasonable period of time before the filing and Agent no Manager has not reasonably objected thereto thereto, unless the Partnership shall have determined based upon the advice of counsel that such amendment, supplement or filing is required by law (provided, however, (A) that the failure of Agent any Manager to make such objection shall not relieve the Company Partnership of any obligation or liability hereunder, or affect Agentsuch Manager’s right to rely on the representations and warranties made by the Company Partnership in this Agreement and (B) that the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate to the transactions contemplated hereunder) Agreement), and the Company Partnership will furnish to Agent the Managers at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company Partnership will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission SEC as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Regulations (without reliance on Rule 424(b)(8) of the Securities ActAct Regulations).

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares ) unless a copy thereof has been submitted to Agent within a reasonable period of time two business days before the filing and Agent has not reasonably objected thereto within the two business day period (provided, however, that (A) that the failure of Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) that the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate to the transactions contemplated hereunderhereunder provided, further, that the only remedy Agent shall have with respect to the failure by the Company to provide Agent with such copy shall be to cease making sales under this Agreement) and the Company will furnish to Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

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

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

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

Registration Statement Amendments. After the date of this Agreement and during During any period in which a Prospectus relating to any Placement Shares is required to be delivered by Agent the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Agent the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement related to any Placement to the Registration Statement or Prospectus or for additional informationinformation related to any Placement, (ii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (except for documents incorporated by reference) unless a copy thereof has been submitted to Agent within the Agents a reasonable period of time before the filing and neither Agent has not reasonably objected thereto (provided, however, (A) that the failure of an Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Agent’s the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) that the Company has no obligation to provide Agent the Agents any advance copy of such filing or to provide Agent the Agents an opportunity to object to such filing if such filing does not name either Agent or does not relate to the transactions contemplated hereunder) and the Company will furnish to Agent the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities Act)Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Agent the Sales Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify each Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the Company will not prepare and file with the Commission, promptly upon a Sales Agent’s request, any amendment amendments or supplement supplements to the Registration Statement or ProspectusProspectus that, other than documents incorporated by referencein such Sales Agent’s reasonable opinion, relating to may be necessary or advisable in connection with the distribution of the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to by such Sales Agent within a reasonable period of time before the filing and Agent has not reasonably objected thereto (provided, however, (A) that the failure of a Sales Agent to make such objection request shall not relieve the Company of any obligation or liability hereunder, or affect such Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (Bother than Sales Agents’ rights under Section 9 hereof) that the only remedy the Sales Agents shall have with respect to the failure by the Company has no obligation to provide Agent any advance copy of make such filing shall be to cease making sales under this Agreement until such amendment or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate to the transactions contemplated hereundersupplement is filed); (iii) and the Company will furnish not file any amendment or supplement to Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).documents

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Agent Noble under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act), (i) the Company will notify Agent Noble promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, ; (ii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent Noble within a reasonable period of time before the filing and Agent Noble has not reasonably objected thereto (provided, however, (A) that the failure of Agent Noble to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect AgentNoble’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and (B) provided, further, that the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate only remedy Noble shall have with respect to the transactions contemplated hereunderfailure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iii) and the Company will furnish to Agent Noble at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act)) or, in the case of any documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Agent any Manager under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act172), (i) the Company will notify Agent the Managers promptly of the time when any subsequent amendment to the Registration StatementStatement or a new Registration Statement relating to the Shares, other than documents incorporated by reference, has been filed with the Commission and/or or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, information relating thereto; (ii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, or a new Registration Statement relating to the Shares, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent the Managers within a reasonable period of time before the filing and Agent has the Managers have not reasonably objected thereto thereto, unless the Company shall have determined based upon the advice of counsel that such amendment, supplement or filing is required by law (provided, however, (A) that the failure of Agent any Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Agentsuch Manager’s right to rely on the representations and warranties made by the Company in this Agreement and (B) that the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate to the transactions contemplated hereunder) Agreement), and the Company will furnish to Agent the Managers at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).