Common use of Representation Dates; Certificate Clause in Contracts

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or semi-annual financial statements on Form 6-K under the Exchange Act; or (iv) files a current report on Form 6-K containing amended financial information under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: : (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Form 2010-FK) (each, a “10-K Representation Date”); ; (iii) files its a quarterly or semi-annual financial statements report on Form 610-K Q under the Exchange Act; or Act or (iv) files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with FASB ASC 205-20 and 360) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l)B within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is 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 on which the Company files its annual report on Form 20-F. Date. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l)B, dated the date of the Placement Notice.

Representation Dates; Certificate. Each time On or prior to the First Delivery Date and thereafter, during the term of this Agreement that Agreement, and each time the Company: : (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (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 to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); Act; (iii) files its quarterly or semi-annual financial statements information on Form 6-K under the Exchange Act; or or (iv) files a current report on Form 6-K containing amended financial information under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if if: (1) a Placement Notice is pending; (2) the Agent Agents reasonably determines determine that the information contained in such Form 6-K is materialmaterial to a holder of Common Shares; and (3) the Agents request such certificate within two Trading Days after the filing of such Form 6-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of of: (i) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date); and (ii) 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 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a certificate under this Section 7(l7(m), then before the Agent Company delivers the Placement Notice or the Agents sells any Placement Shares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. Each (1) Prior to the date of the first Placement Notice and (2) each time during the term of this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or semi-annual financial statements a report on Form 6-K under the Exchange ActAct containing its quarterly or semi-annual financial statements; or (iv) files a current report on Form 6-K containing amended financial information under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as Exhibit 7(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 20-F. Date. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: : (i) (A) files the Prospectus relating to the Placement Shares, or (B) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, stickersticker or supplement, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Form 2010-FK); ; (iii) files its quarterly or semi-annual financial statements reports on Form 610-K Q under the Exchange Act; or or (iv) files a current report on Form 68-K containing amended financial information (other than information "furnished" pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Representation Date.”) "); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit Schedule 7(l)) within five (5) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 2010-F. K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit Section 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during During the term of this Agreement that Agreement, each time the Company: Corporation (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, an amendment or supplement but not by means of incorporation of documents document(s) by reference into the Registration Statement or to the Prospectus relating to the Placement Shares; ; (ii) files or amends an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended information form, audited annual financial information statements or a material amendment to the previously filed Form 20-F); annual management’s discussion and analysis; (iii) files its quarterly or semi-annual amends any interim financial statements on Form 6-K under the Exchange Act; or or interim management's discussion and analysis or (iv) files a current report on Form 6-K containing amended financial information under at any other time reasonably requested by the Exchange Act; Agent (Each each date of filing of one or more of the documents referred to in clauses (i) through (iii) and any time of request pursuant to (iv) above shall be a “Representation Date.”) ), the Company Corporation shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l)A within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l8(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Corporation 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 Corporation files its audited annual report on Form 20-F. financial statements. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company Corporation subsequently decides to sell Placement Shares following a Representation Date when the Company Corporation relied on such waiver and did not provide the Agent with a certificate under this Section 7(l8(m), then before the Corporation delivers the Placement Notice or the Agent sells sell any Placement Shares, the Company Corporation shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during During the term of this Agreement that Agreement, on the Company: date of each Placement Notice given hereunder, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report Annual Report on Form 2010-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information K or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or semi-annual financial statements Quarterly Report on Form 610-K Q under the Exchange Act; or or (iviii) files a current report Current Report on Form 68-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to 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; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date.”) ), the Company shall furnish the Agent Agents (but in the case of clause (iviii) above only if the Agent agents reasonably determines determine that the financial information contained in such Current Report on Form 68-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). A. The requirement to provide a certificate under this Section 7(l7(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 2010-F. K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a certificate under this Section 7(l7(o), then before the Agent sells Company delivers the Placement Notice or the Agents sell any Placement Shares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during On the term date of this Agreement that Agreement, on each Representation Date and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or semi-annual financial statements on Form 6-K under the Exchange Act; or (iv) files a current report on Form 6-K containing amended financial information under the Exchange Act; or (Each iv) furnishes its unaudited interim financial statements on Form 6-K under the Exchange Act; (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ), the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time Upon execution of this Agreement and during the term of this Agreement that Agreement, each time the Company: Company (i) files the Prospectuses relating to the Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; ; (ii) files or amends an annual report on Form 2040-F under the Exchange Act (including any or Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); ; (iii) files its quarterly or semi-amends annual financial statements pursuant to Canadian Securities Laws; or (iv) unless otherwise waived by the Agents in writing, files or amends interim financial statements on Form 6-K under the Exchange Act; or (iv) files a current report on Form 6-K containing amended financial information under the Exchange Act; (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) above shall be a “Representation Date.”) ), the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) Agents with a certificate, in the form attached hereto as Exhibit 7(lincluded in Section 4(d). The requirement to provide a furnish the certificate under set out in this Section 7(l3(p) shall be waived for any Representation Date occurring at a time at which no Placement Agency Transaction Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement an Agency Transaction 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 40-F or Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l)waiver, then before the Agent sells Company delivers the Agency Transaction Notice or the Agents sell any Placement Shares, the Company shall provide the Agent Agents with a certificate, the certificate set out in the form attached hereto as Exhibit 7(lthis Section 3(p), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: : (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) ), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Form 2010-FK); ; (iii) files its quarterly or semi-annual financial statements reports on Form 610-K Q under the Exchange Act; or Act or (iv) files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company and the Manager shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) Agents with a certificate, in the form attached hereto as Exhibit 7(l)7(m) within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is 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 2010-F. K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or semi-annual financial statements on Form 6-K under the Exchange Act; or (iv) files a current report on Form 6-K containing amended financial information under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. Each (1) Prior to the date of the first Placement Notice and (2) each time during the term of this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or semisix-annual financial statements month reports on Form 6-K under the Exchange ActAct containing financial statements, supporting schedules or other financial data incorporated by reference into the Registration Statement; or (iv) files a current report on Form 6-K containing amended financial information relating to the Company under the Exchange Act; Act incorporated by reference into the Registration Statement (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 6-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as Exhibit 7(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 20-F. Date. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent Agents with a certificate under this Section 7(l), then before the Agent sells Company delivers the instructions for the sale of Placement Shares or the Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. Each time during On the term date of this Agreement that and each time the Company: (i) files the Prospectus Supplement relating to the Placement Shares, amends the Registration Statement by means of a post-effective amendment 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) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendmentsticker or supplement, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus Supplement relating to the Placement Shares; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited that contains restated financial information or a material amendment to the previously filed Form 20-Fstatements);; or (iii) files furnishes its quarterly or semi-annual unaudited interim financial statements and management’s discussion and analysis on Form 6-K under the Exchange Act; or Act (iv) files a current report on Form 6-K containing amended financial information under the Exchange Act; (Each each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date.”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) Xxxxxxxxxx with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at during a time at fiscal quarter during which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers 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 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Xxxxxxxxxx with a certificate under this Section 7(l), then before the Agent Company delivers the Placement Notice or Xxxxxxxxxx sells any Placement Shares, the Company shall provide the Agent Xxxxxxxxxx with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement SharesNotes) the Registration Statement or the Prospectus relating to the Placement Shares Notes 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 SharesNotes; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or semi-annual financial statements on Form 6-K under the Exchange Act; or (iv) files a current report on Form 6-K containing amended financial information under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares Notes following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Agent sells any Placement SharesNotes, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: : (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) ), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Form 2010-FK); ; (iii) files its quarterly or semi-annual financial statements reports on Form 610-K Q under the Exchange Act; or Act or (iv) files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company and the Manager shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l)7(m) within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is 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 2010-F. K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. Each On or prior to the First Delivery Date and each time thereafter during the term of this Agreement that the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or semi-annual financial statements on Form 610-K under the Exchange Act; or (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 68-K containing amended financial information (other than an earnings release or other information “furnished”) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company shall furnish the Agent Xxxxx (but in the case of clause (iv) above only if the Agent (1) a Placement Notice is pending, (2) Xxxxx reasonably determines that the information contained in such Form 68-K is materialmaterial to a holder of Common Stock and (3) Xxxxx requests such certificate within three (3) days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(l)7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(l7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 2010-F. K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Xxxxx with a certificate under this Section 7(l7(m), then before the Agent Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide the Agent Xxxxx with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Form 2010-FK); (iii) files its quarterly or semi-annual financial statements reports on Form 610-K Q under the Exchange Act; or (iv) files a current report on Form 68-K containing amended financial information under the Exchange Act; (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to 20 DM3\4762407.4 (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent FBR (but in the case of clause (iv) above only if the Agent FBR reasonably determines that the information contained in such Form 68-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 2010-F. K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent FBR with a certificate under this Section 7(l7(1), then before the Agent FBR sells any Placement Shares, the Company shall provide the Agent FBR with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement SharesShares or a prospectus supplement filed in accordance with Section 7(k) of this Agreement) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Form 2010-FK); (iii) files its quarterly or semi-annual financial statements reports on Form 610-K Q under the Exchange Act; or (iv) files a current report on Form 68-K containing amended financial information under the Exchange Act(other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K); (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ), the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if any of the Agent Agents reasonably determines that the information contained in such Form 68-K is material) with a certificate, in the form attached hereto as Exhibit 7(l)7(1) within five (5) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(1) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 2010-F. K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a certificate under this Section 7(l7(1), then before the Agent sells Agents sell any Placement Shares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: : (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) ), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Form 2010-FK); ; (iii) files its quarterly or semi-annual financial statements reports on Form 610-K Q under the Exchange Act; or Act or (iv) files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company and the Operating Agreement shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) Agents with a certificate, in the form attached hereto as Exhibit 7(l)7(m) within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is 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 2010-F. K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during On or prior to the term of date the first Placement Notice is given pursuant to this Agreement that and each time the Company: Company (i) files the Prospectus relating to the ADSs or the Ordinary Shares represented by such ADSs 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 ADSs or the Ordinary Shares represented by such ADSs (other than (A) a prospectus supplement filed in accordance with Section 7(l) or (B) a supplement or amendment that relates to an offering of securities other than the ADSs) by means of a post-effective amendment, sticker, or supplement supplement, but not by means of incorporation of documents document(s) by reference into in the Registration Statement or the Prospectus relating to the Placement Shares; ADSs or the Ordinary Shares represented by such ADSs; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); ; (iii) files its quarterly or semisix-annual financial statements month reports on Form 6-K under the Exchange ActAct containing financial statements, supporting schedules or other financial data incorporated by reference into the Registration Statement; or or (iv) files a current report on Form 6-K containing amended financial information relating to the Company under the Exchange Act; Act incorporated by reference into the Registration Statement (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company shall furnish the Agent BTIG within three (3) Trading Days after each Representation Date (but in the case of clause (iv) above only if the Agent BTIG reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(m). The requirement to provide a certificate under this Section 7(l7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares ADSs following a Representation Date when the Company relied on such waiver and did not provide the Agent BTIG with a certificate under this Section 7(l7(m), then before the Agent Company delivers the Placement Notice or BTIG sells any Placement SharesADSs, the Company shall provide the Agent BTIG with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: : (i) (A) files the Prospectus relating to the Placement Shares, or (B) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, stickersticker or supplement, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Form 2010-FK); ; (iii) files its quarterly or semi-annual financial statements reports on Form 610-K Q under the Exchange Act; or or (iv) files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l)) within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 2010-F. K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent 26 sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. Each On or prior to the First Delivery Date and each time during the term of this Agreement that the Company: Company subsequently thereafter (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or semi-annual financial statements on Form 610-K under the Exchange Act; or (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 68-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) Xxxxx with a certificate, in the form attached hereto as Exhibit 7(l)7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 2010-F. K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Cowen with a certificate under this Section 7(l7(m), then before the Agent Company delivers the Placement Notice or Cowen sells any Placement Shares, the Company shall provide the Agent Cowen with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during On the term date of this Agreement that and each time the Company: (i) files the Prospectus relating to the Placement ADSs or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement SharesADSs) the Registration Statement or the Prospectus relating to the Placement Shares ADSs by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesADSs; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited that contains restated financial information or a material amendment to the previously filed Form 20-Fstatements);; or (iii) files its quarterly or semi-annual financial statements on Form 6-K under the Exchange Act; or (iv) files a current report on Form 6-K containing (a) interim financial statements or (b) amended audited financial information under the Exchange Act; (Each each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall will be a “Representation Date.”) ); the Company shall will furnish the Agent Aegis (but in the case of clause (iviii) above only if the Agent Aegis reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). A. The requirement to provide a certificate under this Section 7(l) shall will be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall will 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 will not apply for any Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares ADSs following a Representation Date when the Company relied on such waiver and did not provide the Agent Aegis with a certificate under this Section 7(l), then before the Agent Company delivers the Placement Notice or Aegis sells any Placement SharesADSs, the Company shall will provide the Agent Aegis with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: : (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Form 2010-FK) (each, a “10-K Representation Date”); ; (iii) files its a quarterly or semi-annual financial statements report on Form 610-K Q under the Exchange Act; or Act or (iv) files a current report on Form 68-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l)B within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 20-F. Date. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l)B, dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during On the term date of this Agreement that and each time the Company: (i) files the U.S. Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the U.S. Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the U.S. Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F or Form 40-F under the Exchange Act (including any Form 20-F/A or Form 40-F/A containing amended audited financial information statements or a material amendment to the previously filed Form 20-F); (iii) files furnishes its quarterly or semi-annual financial statements on Form 6-K under the Exchange Act; or (iv) files furnishes a current report on Form 6-K containing amended financial information statements under the Exchange Act; (. Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) . the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) CF&Co with a certificate, in the form attached hereto as Exhibit 7(l)D within three (3) Trading Days after Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is 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 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent CF&Co with a certificate under this Section 7(l7(m), then before the Agent Company delivers the Placement Notice or CF&Co sells any Placement Shares, the Company shall provide the Agent CF&Co with a certificate, in the form attached hereto as Exhibit 7(l)D, dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during On or prior to the term of date on which the Company first delivers a Placement Notice pursuant to this Agreement that (the “First Placement Notice Date”) and each time the Company: (i) files a Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the U.S. Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into the Registration Statement or the U.S. Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F or Form 40-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-Fan “Annual Reporting Date”); (iii) files its or furnishes quarterly or semi-annual financial statements on Form 6-K under the Exchange Act; or (iv) files or furnishes a current report on Form 6-K containing amended financial information (other than an earnings release) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(n), within three (3) Trading Days of any Representation Date if requested by the Agent. The requirement to provide a certificate under this Section 7(l7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 20-F or Form 40-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l7(n), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(n), dated the date of the Placement Notice.

Representation Dates; Certificate. Each On or prior to the delivery of the first Placement Notice and each time during the term of this Agreement that the CompanyCompany subsequently: (i) files a Prospectus relating to the offer and sale of the Placement Shares, amends the Registration Statement by means of a post-effective amendment or amends or supplements the Prospectus relating to the offer and sale of the Placement Shares (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendmentsticker or supplement, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F or Form 40-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 2040-F/A that contains restated financial statements);; or (iii) files furnishes its quarterly or semi-annual unaudited interim financial statements and management’s discussion and analysis on Form 6-K under the Exchange Act; or Act (iv) files a current report on Form 6-K containing amended financial information under the Exchange Act; (Each each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date.”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l)) within five (5) Trading Days. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at during a time at fiscal quarter during which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers 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 20-F. F or Form 40-F, as applicable. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F or Form 40-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 2040-F/A that contains restated financial statements);; or (iii) files furnishes its quarterly or semi-annual unaudited interim financial statements and management’s discussion and analysis on Form 6-K under the Exchange Act; or Act (iv) files a current report on Form 6-K containing amended financial information under the Exchange Act; (Each each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date.”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l)) within five (5) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring at during a time at fiscal quarter during which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers 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 20-F or Form 40-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during On or prior to the term of date on which the Company first delivers a Placement Notice pursuant to this Agreement that (the “First Placement Notice Date”) and each time the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents document(s) by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Form 2010-FK); (iii) files its a quarterly or semi-annual financial statements report on Form 610-K Q under the Exchange Act; or (iv) files a current report on Form 68-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act; ; (Each v) effects a Block Sale in accordance with Section 3 of this Agreement (each event or date of filing of one or more of the documents referred to in clauses (i) through (ivv) shall be a “Representation Date.”) ), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent reasonably determines that requests such certificate within three Business Days after the information contained in filing of such Form 68-K is materialwith the Commission) with a certificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or in effect, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date on which the Company files its annual report on Form 20-F. Date. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when on which the Company relied on such the waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(l7(m), then before the Company delivers a Placement Notice or the Agent sells any Placement SharesShares pursuant thereto, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or semi-annual financial statements on Form 6-K under the Exchange Act; or (iv) files a current report on Form 6-K containing amended financial information under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l7(1), then before the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. Each On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each time during the term of this Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares ADSs (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 SharesADSs; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files its a quarterly or semi-annual financial statements report on Form 6-K under the Exchange Act; or (iv) files a or current report on Form 6-K containing amended financial information statements under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date.”) ), the Company shall furnish the Agent (but in the case of clause (iviii) above only if (1) a Placement Notice is pending or in effect and (2) the Agent reasonably determines that requests such certificate within three Business Days after the information contained in filing of such Form 6-K is materialwith the Commission) with a certificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or in effect, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date on which the Company files its annual report on Form 20-F. Date. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares ADSs following a Representation Date when on which the Company relied on such the waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(l7(m), then before the Company delivers a Placement Notice or the Agent sells any Placement SharesADSs pursuant thereto, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. Each Prior to the date of the first Placement Notice and each time during the term of this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-20- F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly ; or semi-annual financial statements on Form 6-K under the Exchange Act; or (iv) files a current report on Form 6-K containing amended financial information under that is incorporated by reference into the Exchange Act; Registration Statement and Prospectus, including but not limited to interim financial information for the six-months ended December 31 (Each each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “"Representation Date.”) "); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as Exhibit 7(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 20-F. Date. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files furnishes its quarterly or semi-annual unaudited interim financial statements on Form 6-K under the Exchange Act; or (iv) files a current report on Form 6-K containing amended financial information under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l7(1), then before the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. Each On or prior to the First Delivery Date and each time during the term of this Agreement that the Company: Company (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or semi-annual financial statements on Form 610-K under the Exchange Act; or (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 68-K containing amended financial information (other than an earnings release) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) Xxxxx with a certificate, in the form attached hereto as Exhibit 7(l)7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver US-DOCS\111349286.7 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 on which the Company files its annual report on Form 20-F. Date. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Xxxxx with a certificate under this Section 7(l7(m), then before the Agent Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide the Agent Xxxxx with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. Each (1) On or prior to the date of the first Placement Notice and (2) each time during the term of this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or semisix-annual financial statements month reports on Form 6-K under the Exchange ActAct containing financial statements, supporting schedules or other financial data incorporated by reference into the Registration Statement; or (iv) files a current report on Form 6-K containing amended financial information relating to the Company under the Exchange Act; Act incorporated by reference into the Registration Statement (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K 6‑K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as Exhibit 7(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 20-F. Date. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. Each time during During the term of this Agreement that Agreement, each time the Company: Corporation (i) files the Prospectuses relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; ; (ii) files or amends an annual report on Form 20-F under the Exchange Act (including any Form 2040-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); ; (iii) files its quarterly or semi-annual amends interim financial statements on Form 6-K under the Exchange ActK; or or (iv) files a current report on Form 6-K containing amended financial information under at any other time reasonably requested by the Exchange Act; Agents (Each each date of filing of one or more of the documents referred to in clauses (i) through (iii) and any time of request pursuant to (iv) above shall be a “Representation Date.”) ), the Company Corporation shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) Agents with a certificate, in the form attached hereto as Exhibit 7(l)A within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l8(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Corporation 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 Corporation files its annual report on Form 2040-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company Corporation subsequently decides to sell Placement Shares following a Representation Date when the Company Corporation relied on such waiver and did not provide the Agent Agents with a certificate under this Section 7(l8(n), then before the Agent sells Corporation delivers the Placement Notice or the Agents sell any Placement Shares, the Company Corporation shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during On the term date of this Agreement that and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited that contains restated financial information or a material amendment to the previously filed Form 20-Fstatements);; or (iii) files its quarterly or semi-annual financial statements on Form 6-K under the Exchange Act; or (iv) files a current report on Form 6-K containing (a) interim financial statements or (b) amended audited financial information under the Exchange Act; (Each each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall will be a “Representation Date.”) ); the Company shall will furnish the Agent Aegis (but in the case of clause (iviii)(b) above only if the Agent Aegis reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). A. The requirement to provide a certificate under this Section 7(l) shall will be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall will continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall will be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver will not apply for any Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Aegis with a certificate under this Section 7(l), then before the Agent Company delivers the Placement Notice or Aegis sells any Placement Shares, the Company shall will provide the Agent Aegis with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during During the term of this Agreement that Agreement, on the Company: date of each Placement Notice given hereunder, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report Annual Report on Form 2010-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information K or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or semi-annual financial statements Quarterly Report on Form 610-K Q under the Exchange Act; or or (iviii) files a current report Current Report on Form 68-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to 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; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date.”) ), the Company shall furnish the Agent Benchmark (but in the case of clause (iviii) above only if the Agent Benchmark reasonably determines that the financial information contained in such Current Report on Form 68-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). A. The requirement to provide a certificate under this Section 7(l7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company 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 2010-F. K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Benchmark with a certificate under this Section 7(l7(o), then before the Agent Company delivers the Placement Notice or Benchmark sells any Placement Shares, the Company shall provide the Agent Benchmark with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during On or prior to the term date that the first Securities are sold pursuant to the terms of this Agreement that and: (1) each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F)Act; (iii) files its a quarterly or semi-annual financial statements report on Form 610-K Q under the Exchange Act; or (iv) files a current report on Form 68-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (Each 2) at any other time reasonably requested by BNYMCM (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(n) shall be a “Representation Date.”) ), the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) BNYMCM with a certificate, in the form attached hereto as Exhibit 7(l)F within two (2) 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(l7(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 on which the Company files its annual report on Form 20-F. Date. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide the Agent BNYMCM with a certificate under this Section 7(l7(n), then before the Agent Company delivers the Placement Notice or BNYMCM sells any Placement SharesSecurities, the Company shall provide the Agent BNYMCM with a certificate, in the form attached hereto as Exhibit 7(l)F, dated the date of the Placement Notice.

Representation Dates; Certificate. Each On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each time during the term of this Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares ADSs (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 SharesADSs; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F);; or (iii) files its a quarterly or semi-annual financial statements report on Form 6-K under the Exchange Act; or (iv) files or a current report on Form 6-K containing amended financial information under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date.”) ), the Company shall furnish the Agent (but in the case of clause (iviii) above only if (1) a Placement Notice is pending or in effect and (2) the Agent reasonably determines that requests such certificate within three Business Days after the information contained in filing of such Form 6-K is materialwith the Commission) with a certificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or in effect, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date on which the Company files its annual report on Form 20-F. Date. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares ADSs following a Representation Date when on which the Company relied on such the waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(l7(m), then before the Company delivers a Placement Notice or the Agent sells any Placement SharesADSs pursuant thereto, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. Each time during During the term of this Agreement that Agreement, each time the Company: Corporation (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, an amendment or supplement but not by means of incorporation of documents document(s) by reference into the Registration Statement or to the Prospectus relating to the Placement Shares; ; (ii) files or amends an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended information form, audited annual financial information statements or a material amendment to the previously filed Form 20-F); annual management’s discussion and analysis; (iii) files its quarterly or semi-annual amends any interim financial statements on Form 6-K under the Exchange Act; or or interim management's discussion and analysis or (iv) files a current report on Form 6-K containing amended financial information under at any other time reasonably requested by the Exchange Act; Agent (Each each date of filing of one or more of the documents referred to in clauses (i) through (iii) and any time of request pursuant to (iv) above shall be a “Representation Date.”) ), the Company Corporation shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l)A within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l8(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Corporation 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 Corporation files its audited annual report on Form 20-F. financial statements. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company Corporation subsequently decides to sell Placement Shares following a Representation Date when the Company Corporation relied on such waiver and did not provide the Agent with a certificate under this Section 7(l8(n), then before the Corporation delivers the Placement Notice or the Agent sells sell any Placement Shares, the Company Corporation shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. Each On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each time during the term of this Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares ADSs (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 SharesADSs; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F);; or (iii) files its a quarterly or semi-annual financial statements report on Form 6-K under the Exchange Act; or (iv) files or a current report on Form 6-K containing amended financial information under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date.”) ), the Company shall furnish the Agent Agents (but in the case of clause (iviii) above only if (1) a Placement Notice is pending or in effect and (2) the Agent reasonably determines that Agents requests such certificate within three Business Days after the information contained in filing of such Form 6-K is materialwith the Commission) with a certificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or in effect, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date on which the Company files its annual report on Form 20-F. Date. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares ADSs following a Representation Date when on which the Company relied on such the waiver referred to in the previous sentence and did not provide the Agent Agents with a certificate under this Section 7(l7(m), then before the Company delivers a Placement Notice or the Designated Agent sells any Placement SharesADSs pursuant thereto, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request.

Representation Dates; Certificate. Each time during On the term date of this Agreement that and: (1) each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) files an annual report on Form 2010-F K under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F)Act; (iii) files its a quarterly or semi-annual financial statements report on Form 610-K Q under the Exchange Act; or (iv) files a current report on Form 68-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act; and (Each 2) at any other time reasonably requested by the Agents (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date.”) ), the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) Agents with a certificate, in the form attached hereto as Exhibit 7(l)F within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(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 2010-F. K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a certificate under this Section 7(l7(o), then before the Agent Company delivers the Placement Notice or the Agents sells any Placement SharesSecurities, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(l)F, dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 2010-FK/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files furnishes its quarterly or semi-annual unaudited interim financial statements on Form 6-K under the Exchange Act; or (iv) files a current report on Form 6-K containing amended financial information under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l7(1), then before the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial fmancial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or semi-annual financial statements on Form 6-K under the Exchange Act; or (iv) files a current report on Form 6-K containing amended financial information under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l7(1), then before the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. Each On or prior to the First Delivery Date and each time during the term of this Agreement that the Company: Company (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means the filing of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; Incorporated Documents; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or semi-annual financial statements on Form 610-K under the Exchange Act; or (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 68-K under the Exchange Act containing amended audited financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144 under the Exchange Act; ) under the Exchange Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) HCW with a certificate, in the form attached hereto as Exhibit 7(l)7(m) within five (5) Trading Days of any Representation Date if requested by HCW. The requirement to provide a certificate under this Section 7(l7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date, including for purposes of Sections 7(n) and 7(o) hereof) 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 2010-F. K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent HCW with a certificate under this Section 7(l7(m), then before the Agent Company delivers the Placement Notice or HCW sells any Placement Shares, the Company shall provide the Agent HCW with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. Each time during the term of this Agreement that the CompanyPartnership: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement SharesUnits) the Registration Statement or the Prospectus relating to the Placement Shares Units by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesUnits; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F);; or (iii) files furnishes its quarterly or semi-annual unaudited interim financial statements and management’s discussion and analysis on Form 6-K under the Exchange ActAct that are incorporated by reference into the Registration Statement; or (iv) files a current report on Form 6-K under the Exchange Act containing amended financial information statements under the Exchange Act; Act (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company Partnership shall furnish the Agent (but in the case of clause (iv) above above, only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l), within five (5) Trading Days. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Partnership delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company Partnership files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company Partnership subsequently decides to sell Placement Shares Units following a Representation Date when the Company Partnership relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Agent sells any Placement SharesUnits, the Company Partnership shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.