Common use of Representation Dates; Certificate Clause in Contracts

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (2) at any other time reasonably requested by the Manager (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), the Company shall furnish the Manager with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Manager with a certificate under this Section 7(o), then before the Company delivers the Placement Notice or the Manager sells any Placement Securities, the Company shall provide the Manager with a certificate, in the form attached hereto as Exhibit D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement (but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities); (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (2) at any other time reasonably requested by the Manager Managers (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), the Company shall furnish the Manager Managers with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, F within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Manager Managers with a certificate under this Section 7(o), then before the Company delivers the Placement Notice or the Manager sells Managers sell any Placement Securities, the Company shall provide the Manager Managers with a certificate, in the form attached hereto as Exhibit DF, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) Placement Notice is given hereunder and each time the Company: Company subsequently thereafter (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Securities; Shares; (ii) files an annual report on Form 10-K under the Exchange Act; Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; and (2v) sells Placement Shares to the Sales Agent as principal at any other time reasonably requested the Point of Sale pursuant to the applicable Placement Notice or (vi) otherwise after each reasonable request by the Manager Sales Agent (each such date of filing of one or more of the documents and each other date referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 7(ovi) shall be a “Representation Date”), the Company shall furnish the Manager Sales Agent within three (3) Trading Days after each Representation Date with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, within three (3) Trading Days of any Representation Date7(m). The requirement to provide a certificate under this Section 7(o7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities Shares following a Representation Date when the Company relied on such waiver and did not provide the Manager Sales Agent with a certificate under this Section 7(o7(m), then before the Company delivers the Placement Notice or the Manager Sales Agent sells any Placement SecuritiesShares, the Company shall provide the Manager Sales Agent with a certificate, in the form attached hereto as Exhibit D7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) Placement Notice is given hereunder and each time the CompanyCompany subsequently thereafter: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement SecuritiesShares; (ii) files an annual report on Form 10-K under the Exchange ActAct (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or; (iv) files a current report on Form 8-K containing amended financial information (other than to “furnish” information contained in an earnings release that is “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; andor (2v) sells Placement Shares to the Sales Agent as principal at any other time reasonably requested by the Manager Point of Sale pursuant to the applicable Placement Notice (each such date of filing of one or more of the documents and each other date referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 7(ov) shall be a “Representation Date”), the Company shall furnish the Manager Sales Agent within two (2) Trading Days after each Representation Date (but in the case of clause (iv) above only if the Sales Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, within three (3) Trading Days of any Representation Date7(m). The requirement to provide a certificate under this Section 7(o7(m) shall be automatically waived for any Representation Date occurring during a Suspension Period or at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities Shares following a Representation Date when on which the Company relied on such waiver and did not provide the Manager Sales Agent with a certificate under this Section 7(o7(m), then before the Company delivers the a Placement Notice or the Manager Sales Agent sells any Placement SecuritiesShares pursuant thereto, the Company shall provide the Manager Sales Agent with a certificate, in the form attached hereto as Exhibit D7(m), dated the date of the such Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (2) at any other time reasonably requested by the Manager BNYMCM (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 7(o7(n) shall be a “Representation Date”), the Company shall furnish the Manager BNYMCM with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, F within three (3) Trading Days of any Representation Date. The Except as otherwise notified by BNYMCM with respect to a Representation Date on which the Company files its Form 10-K, the requirement to provide a certificate under this Section 7(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Manager BNYMCM with a certificate under this Section 7(o7(n), then before the Company delivers the Placement Notice or the Manager BNYMCM sells any Placement Securities, the Company shall provide the Manager BNYMCM with a certificate, in the form attached hereto as Exhibit DF, dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and on or prior to the date that the first Securities Shares are sold pursuant to the terms of this Agreement and: or any Terms Agreement and (1A) each time the Company: Company (i) files the Prospectus relating to the Placement Securities Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities Shares (other than a prospectus supplement filed in accordance with Section 7(m) of this Agreement) by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities; Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act; ; (iii) files a quarterly report its Quarterly Reports on Form 10-Q under the Exchange Act; or or (iv) files a report Current Report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K, and other than a report on Form 8-K containing financial information of a tenant of the Company or its subsidiaries) under the Exchange Act; and Act and (2B) at any other time upon a Suspension Rescission Date and as reasonably requested by the Manager (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) above and any time of request pursuant Suspension Rescission Date referred to this Section 7(oin clause (B) shall be a “Representation Date”), ; the Company shall furnish the Manager Agents with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, 7(n) within three (3) Trading Days of any Representation DateDate if requested by any Agent or its counsel. The requirement to provide a certificate under this Section 7(o7(n) shall be is hereby waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pendingpending or at which no Terms Agreement is outstanding, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or enters into a Terms Agreement (which which, in each case for such calendar quarter quarter, shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which referred to in clause (A)(i) and (ii) of this Section 7(n); provided further however, that the obligation of the Company files its annual report on Form 10-K. under this Section 7(n) shall be deferred during any Suspension Period and shall recommence upon any Suspension Rescission Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities Shares following a Representation Date when the Company relied on such waiver and did not provide the Manager Agents with a certificate under this Section 7(o7(n), then before the Company delivers the Placement Notice Notice, executes a Terms Agreement or the Manager any Agent sells any Shares (whether as Placement SecuritiesShares or Shares sold pursuant to a Terms Agreement), the Company shall provide the Manager Agents with a certificate, in the form attached hereto as Exhibit D7(n), dated the date of the such Placement NoticeNotice or Terms Agreement.

Representation Dates; Certificate. On or prior to the date that the first Securities Shares are sold pursuant to the terms of this Agreement and: (1) Agreement, each time Shares are delivered to the Agent as principal on a Settlement Date and each time the Company: Company (i) files the Prospectus relating to the Placement Securities Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities Shares (other than a prospectus supplement filed in accordance with Section 9(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Securities; Shares; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; and or (2iv) at any other time reasonably requested promptly after each reasonable request by the Manager Agent (each, a “Request Date”) (each such Settlement Date, each date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) ), and any time of request pursuant to this Section 7(o) each Request Date shall be a “Representation Date”), the Company shall furnish furnish, and shall cause each of the Operating Partnership and the Manager to furnish, the Agent with a certificatecertificates, in the form forms attached hereto as Exhibit D Exhibits 9(m)(i), 9(m)(ii) and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, 9(m)(iii) within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(o9(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities Shares following a Representation Date when the Company relied on such waiver and did not provide the Manager Agent with a certificate the certificates under this Section 7(o9(m), then before the Company delivers the Placement Notice or the Manager Agent sells any Placement SecuritiesShares, the Company shall provide the Manager Agent with a certificatesuch certificates, in the form forms attached hereto as Exhibit DExhibits 9(m)(i), 9(m)(ii) and 9(m)(iii), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (2) at any other time reasonably requested by the Manager [ ] (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), the Company shall furnish the Manager [ ] with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Manager [ ] with a certificate under this Section 7(o), then before the Company delivers the Placement Notice or the Manager [ ] sells any Placement Securities, the Company shall provide the Manager [ ] with a certificate, in the form attached hereto as Exhibit D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (2) at any other time reasonably requested by the Manager (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), the Company shall furnish the Manager with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Officer, Chief Accounting Officer or Treasurer of the Company, within three five (35) Trading Days of any Representation Date, and in any event prior to the first sale of Securities pursuant to this Agreement and prior to the first sale of Securities on or after any such Representation Date. The requirement to provide a certificate under this Section 7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Manager with a certificate under this Section 7(o), then before the Company delivers the Placement Notice or the Manager sells any Placement Securities, the Company shall provide the Manager with a certificate, in the form attached hereto as Exhibit D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities Shares are sold pursuant to the terms of this Agreement and: (1) and each time the Company: Company (i) files the Prospectus relating to the Placement Securities Shares or amends or supplements (other than by means of a prospectus supplement relating solely to an offering of securities other than the Shares) the Registration Statement or the Prospectus relating to the Placement Securities Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities; Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act; ; (iii) files a quarterly report its Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a report Current Report on Form 8-K containing amended financial information (other than to “furnish” information contained in an earnings release furnished pursuant to Items 2.02 or 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; and or (2v) at any other time has been reasonably requested by the Manager Agents (each such date of filing of one or more of the documents an event referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 7(ovi) shall be a “Representation Date”), ; the Company and the Operating Partnership shall furnish the Manager Agents, the Forward Sellers or the Forward Purchasers (but in the case of clause (iv) above only if an Agent, Forward Seller or Forward Purchaser reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit D and executed by substance satisfactory to the Chief Executive OfficerAgents, Chief Financial Officer Forward Sellers and Forward Purchasers and their counsel, substantially similar to the form previously provided to the Agents, Forward Sellers or Chief Accounting Officer of the Company, Forward Purchasers and their counsel within three (3) five Trading Days of any Representation Date or, in the case of a Representation Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, if requested by the Agent, Forward Seller or Forward Purchaser. The requirement to provide a certificate under this Section 7(o7(n) shall be is hereby waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Manager Agents, Forward Sellers or Forward Purchasers with a certificate under this Section 7(o7(n), then before the Company delivers the Placement Notice or the Manager sells Agents, Forward Sellers or Forward Purchasers sell any Placement SecuritiesShares, the Company and the Operating Partnership shall provide the Manager Agents, Forward Sellers and Forward Purchasers with a certificate, in certificate substantially similar to the form attached hereto as Exhibit Dpreviously provided to the Agents, Forward Sellers and Forward Purchasers and their counsel, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (2) at any other time reasonably requested by the Manager Managers (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), the Company shall furnish the Manager Managers with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, F within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Manager Managers with a certificate under this Section 7(o), then before the Company delivers the Placement Notice or the any Manager sells any Placement Securities, the Company shall provide the such Manager with a certificate, in the form attached hereto as Exhibit DF, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the CompanyPartnership: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, or to otherwise “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (2) at any other time reasonably requested by the Manager Sales Agent (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), the Company Partnership shall furnish the Manager Sales Agent with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, E within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company Partnership delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company Partnership files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company Partnership subsequently decides to sell Placement Securities following a Representation Date when the Company Partnership relied on such waiver and did not provide the Manager Sales Agent with a certificate under this Section 7(o), then before the Company Partnership delivers the Placement Notice or the Manager Sales Agent sells any Placement Securities, the Company Partnership shall provide the Manager Sales Agent with a certificate, in the form attached hereto as Exhibit DE, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement (but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities); (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (2) at any other time reasonably requested by the Manager Agents (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), the Company shall furnish the Manager Agents with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, F within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Manager Agents with a certificate under this Section 7(o), then before the Company delivers the Placement Notice or the Manager any Agent sells any Placement Securities, the Company shall provide the Manager Agents with a certificate, in the form attached hereto as Exhibit DF, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: and within five (15) trading days of each time the Company: (i) files the Prospectus Supplement relating to the Placement Securities Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Securities Shares by means of a post-effective amendment, sticker, or supplement or Form S-3 filed pursuant to Rule 415(a)(6) but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SecuritiesShares; (ii) files an annual report on Form 10-K under the Exchange ActAct (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than to information “furnishfurnished” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; and (2) at any other time reasonably requested by the Manager (each such Each date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), ) the Company shall furnish the Manager Agent (but in the case of clause (iv) above only if any Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit D and executed by 7(l) (the Chief Executive Officer“Representation Date Certificate”); provided however, Chief Financial Officer or Chief Accounting Officer of the Company, within three (3) Trading Days of any if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or an Agent sells any Placement Shares, the Company shall provide the Agents with a Representation Date Certificate. The requirement to provide a certificate under this Section 7(o) Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. K or a Form S-3 filed pursuant to Rule 415(a)(6). Notwithstanding the foregoing, (i) in the case of the first Placement Notice following the date of this Agreement but prior to the filing of the Company’s annual report on Form 10-K for the year ended December 31, 2021 (the “First Placement Notice”), or (ii) if the Company subsequently decides to sell Placement Securities Shares following a Representation Date when the Company relied on such waiver and did not provide the Manager Agent with a certificate under this Section 7(o)Representation Date Certificate, then before the Company delivers the Placement Notice or the Manager Agent sells any Placement SecuritiesShares, the Company shall provide the Manager Agent with a certificate, in the form attached hereto as Exhibit DRepresentation Date Certificate, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act; (iii) files a quarterly report Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files a report Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (2) at any other time reasonably requested by the Manager Citi (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), the Company shall furnish the Manager Citi with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, E within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Manager Citi with a certificate under this Section 7(o), then before the Company delivers the Placement Notice or the Manager Citi sells any Placement Securities, the Company shall provide the Manager Citi with a certificate, in the form attached hereto as Exhibit DE, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (2) at any other time reasonably requested by the Manager SunTrust (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), the Company Transaction Entities shall furnish the Manager SunTrust with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Manager SunTrust with a certificate under this Section 7(o), then before the Company delivers the Placement Notice or the Manager SunTrust sells any Placement Securities, the Company Transaction Entities shall provide the Manager SunTrust with a certificate, in the form attached hereto as Exhibit D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (2) at any other time reasonably requested by the Manager BB&T (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), the Company Transaction Entities shall furnish the Manager BB&T with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Manager BB&T with a certificate under this Section 7(o), then before the Company delivers the Placement Notice or the Manager BB&T sells any Placement Securities, the Company Transaction Entities shall provide the Manager BB&T with a certificate, in the form attached hereto as Exhibit D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) Placement Notice is given hereunder and each time the Company: Company subsequently thereafter (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities ADSs (other than (A) a prospectus supplement filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement ADSs) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Securities; ADSs; (ii) files an annual report on Form 1020-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); (iii) furnishes its unaudited interim financial statements on Form 6-K under the Exchange Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 86-K containing amended financial information (other than that is material to “furnish” information contained in an earnings release the offering of the Placement ADSs pursuant to Items 2.02 this Agreement in the Sales Agent’s reasonable discretion; or 7.01 (v) sells Placement ADSs to the Sales Agent as principal at the Point of Form 8-K) under Sale pursuant to the Exchange Act; and (2) at any other time reasonably requested by the Manager applicable Placement Notice (each such date of filing of one or more of the documents and each other date referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 7(ov) shall be a “Representation Date”), the Company shall furnish the Manager Sales Agent within three (3) Trading Days after each Representation Date with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, within three (3) Trading Days of any Representation Date7(m). The requirement to provide a certificate under this Section 7(o7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities ADSs following a Representation Date when the Company relied on such waiver and did not provide the Manager Sales Agent with a certificate under this Section 7(o7(m), then before the Company delivers the Placement Notice or the Manager Sales Agent sells any Placement SecuritiesADSs, the Company shall provide the Manager Sales Agent with a certificate, in the form attached hereto as Exhibit D7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (2) at any other time reasonably requested by the Manager Agent (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), the Company Transaction Entities shall furnish the Manager Agent with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, within three two (32) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Manager Agent with a certificate under this Section 7(o), then before the Company delivers the Placement Notice or the Manager Agent sells any Placement Securities, the Company Transaction Entities shall provide the Manager Agent with a certificate, in the form attached hereto as Exhibit D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold Placement Notice is given pursuant to the terms of this Agreement and: (1) Agreement, each time Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction and each time the Company: Company (i) files the Prospectus relating to the Placement Securities Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities Shares (other than (A) a prospectus supplement filed in accordance with Section 8(l) or (B) a supplement or amendment that relates to an offering of securities other than the Shares) by means of a post-effective amendment, sticker, or supplement supplement, but not by means of incorporation of documents document(s) by reference into in the Registration Statement or the Prospectus relating to the Placement Securities; Shares; (ii) files an annual report on Form 10-K under the Exchange Act; Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K) (a “10-K Representation Date”); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than to information “furnishfurnished” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; and or (2v) at any other time reasonably requested by the Manager Agent (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and at any time of request as reasonably requested by Agent pursuant to this Section 7(oclause (v) shall be a “Representation Date”), ; the Company shall furnish Agent within two (2) Trading Days after each Representation Date (but in the Manager case of clause (iv) above only if Agent reasonably determines that the information contained in such Form 8-K is material) with a the certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, within three (3) Trading Days of any Representation Date8(m). The requirement to provide a the certificate under this Section 7(o8(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) ), Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. K Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities Shares following a Representation Date when the Company relied on such waiver and did not provide the Manager Agent with a certificate under this Section 7(o8(m), then before the Company delivers the Placement Notice or the Manager Agent sells any Placement SecuritiesShares in an Agency Transaction, or on the applicable Settlement Date with respect to a Principal Transaction, the Company shall provide the Manager Agent with a certificate, in the form attached hereto as Exhibit D8(m), dated the date of the Placement NoticeNotice for such Agency Transaction or the Settlement Date of such Principal Transaction, as applicable.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (2) at any other time reasonably requested by the Manager KeyBanc (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 7(o7(n) shall be a “Representation Date”), the Company shall furnish the Manager KeyBanc with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, F within three two (32) Trading Days of any Representation Date. The Except as otherwise notified by KeyBanc with respect to a Representation Date on which the Company files its Form 10-K, the requirement to provide a certificate under this Section 7(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Manager KeyBanc with a certificate under this Section 7(o7(n), then before the Company delivers the Placement Notice or the Manager KeyBanc sells any Placement Securities, the Company shall provide the Manager KeyBanc with a certificate, in the form attached hereto as Exhibit DF, dated the date of the Placement Notice.

Representation Dates; Certificate. On the date hereof and on or prior to the date that on which the Company first Securities are sold delivers a Placement Notice pursuant to this agreement (the terms of this Agreement and: (1“First Placement Notice Date”) and each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents document(s) by reference into the Registration Statement or the Prospectus relating to the Placement SecuritiesShares; (ii) files an annual report on Form 10-K under the Exchange ActAct (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than to “furnish” information contained in an earnings release that is “furnished” pursuant to Items Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act; and (2) at any other time reasonably requested by the Manager Act (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), the Company shall furnish the Manager Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit D 7(m) (modified, as necessary, to relate to the Registration Statement and executed by the Chief Executive Officer, Chief Financial Officer Prospectus as then amended or Chief Accounting Officer of the Companysupplemented), within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(o7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pendingpending or in effect, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. K (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K). Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities Shares following a Representation Date when on which the Company relied on such the waiver referred to in the previous sentence and did not provide the Manager Agent with a certificate under this Section 7(o7(m), then before the Company delivers the a Placement Notice or the Manager Agent sells any Placement SecuritiesShares pursuant thereto, the Company shall provide the Manager Agent with a certificate, in the form attached hereto as Exhibit D7(m), dated the date of the such Placement Notice. Within three Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) and each time during the term of this Agreement the Company: (i) files the Prospectus relating to the Placement Securities Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Shares) the Registration Statement or the Prospectus relating to the Placement Securities Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SecuritiesShares; (ii) files an annual report Annual Report on Form 10-K under the Exchange ActAct (including any Form 10-K/A containing restated financial statements or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files a quarterly report Quarterly Report on Form 10-Q under the Exchange Act; or; (iv) files a report Current Report on Form 8-K, if (A) the Agents have reasonably requested that such date be deemed a Representation Date based upon the event or events reported in such Current Report on Form 8-K, whether the information contained therein is considered “furnished” or “filed” under the Exchange Act or (B) such Current Report on 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K containing amended financial information (other than to or part thereof under Item 2.02 of Regulation S-K of the Commission that is considered “furnishfiled” information contained in an earnings release pursuant to Items 2.02 or 7.01 of under the Exchange Act but excluding any Current Report on Form 8-K) K or part thereof under Item 7.01 or Item 2.02 of Regulation S-K of the Commission that is considered “furnished” under the Exchange Act; andor (2v) at any other time reasonably requested by the Manager there is a Principal Settlement Date pursuant to a Terms Agreement; (each such Each date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 7(ov) shall be a “Representation Date”), ) the Company shall furnish the Manager Agents with a certificate, in the form attached hereto as Exhibit D 7(m). Notwithstanding the foregoing and executed by Sections 7(n), 7(o) and 7(p) hereof, the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, within three (3) Trading Days of any Representation Date. The requirement to provide counsel opinions and negative assurance letters, a comfort letter, a Chief Financial Officer’s certificate and a certificate under this Section 7(o7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date); provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities Shares following a Representation Date when the Company relied on such waiver and did not provide the Manager Agents with the counsel opinions and negative assurance letters, a comfort letter, a Chief Financial Officer’s certificate and a certificate under this Section 7(o7(m), then before the Company delivers the Placement Notice or the Manager sells Agents sell any Placement SecuritiesShares, the Company shall provide cause the Manager with counsel opinions and negative assurance letters, comfort letter, certificates and other documents that would be delivered on a certificateRepresentation Date to be delivered to the Agents, in the form attached hereto as Exhibit D, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (2) at any other time reasonably requested by the Manager HSBC (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), the Company Transaction Entities shall furnish the Manager HSBC with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Manager HSBC with a certificate under this Section 7(o), then before the Company delivers the Placement Notice or the Manager HSBC sells any Placement Securities, the Company Transaction Entities shall provide the Manager HSBC with a certificate, in the form attached hereto as Exhibit D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and: (1) and each time the Company: : (i) files the Prospectus relating to the Placement Securities Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Securities Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities; Shares; (ii) files an annual report on Form 10-K under the Exchange Act; Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or Act or (iv) files a current report on Form 8-K containing amended financial information (other than to information “furnishfurnished” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K) K under the Exchange Act; and (2) at any other time reasonably requested by the Manager Act (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), ; the Company shall furnish the Manager Agent with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, B within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities Shares following a Representation Date when the Company relied on such waiver and did not provide the Manager Agent with a certificate under this Section 7(o), then before the Company delivers the Placement Notice or the Manager Agent sells any Placement SecuritiesShares, the Company shall provide the Manager Agent with a certificate, in the form attached hereto as Exhibit DB, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that delivery of the first Securities are sold pursuant to the terms of this Agreement and: (1) Placement Notice and each time the CompanyCompany subsequently: (i) files the a U.S. Prospectus relating to the Placement Securities or Shares, amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendmentamendment or amends or supplements the Prospectus relating to the Placement Shares (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) by means of a sticker or supplement, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the U.S. Prospectus relating to the Placement SecuritiesShares; (ii) files an annual report on Form 1020-F or Form 40-F under the Exchange Act (including any Form 20-F/A or Form 40-F/A that contains restated financial statements); or (iii) furnishes its unaudited interim financial statements and management’s discussion and analysis on Form 6-K under the Exchange Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than to “furnish” information contained in an earnings release pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (2) at any other time reasonably requested by the Manager Act (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 7(oiii) shall be a “Representation Date”), ; the Company shall furnish the Manager Distribution Agents with a certificate, in the form attached hereto as Exhibit D and executed by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company, 7(l) within three (3) Trading Days of any Representation DateDays. The requirement to provide a certificate under this Section 7(o7(l) shall be waived for any Representation Date occurring at during a time at fiscal quarter during which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a does not intend to sell Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and Shares prior to the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F or Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities Shares following a Representation Date when the Company relied on such waiver and did not provide the Manager Distribution Agents with a certificate under this Section 7(o7(l), then before the Company delivers the Placement Notice or the Manager Designated Distribution Agent sells any Placement SecuritiesShares, the Company shall provide the Manager Distribution Agents with a certificate, in the form attached hereto as Exhibit D7(l), dated the date of the Placement Notice.