Common use of Representation Dates; Certificate Clause in Contracts

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

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and and: (1) each time the Company: (i) files the Prospectus relating to the Placement Shares 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 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K)Act; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; and (Each 2) at any other time reasonably requested by Jefferies (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 ), The Company and each Operating Partnership shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8‑K is material) Jefferies with a certificate, in the form forms attached hereto as Exhibit 7(l)E-1 and E-2 within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(o) including with respect to clause (2) above, shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10‑K. 10-K. Notwithstanding the foregoing, 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 Jefferies with a certificate under this Section 7(l7(o), then before the Company delivers the Placement Notice or the Agent Jefferies sells any Placement SharesSecurities, the Company shall provide the Agent Jefferies with a certificate, in the form forms attached hereto as Exhibit 7(l)E-1 and E-2, dated the date of the Placement Notice.

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

Representation Dates; Certificate. On or prior to the date First Delivery Date and thereafter, during the term of this Agreement Agreement, and each time the Company: 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 on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release or other 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. 144K) 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 (1) a Placement Notice is pending, (2) the Agent reasonably determines that the information contained in such Form 8‑K 8-K is materialmaterial to a holder of Common Stock and (3) the Agent requests such certificate within two (2) Trading Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(lA (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two (2) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(k) 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 (i) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (ii) the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10‑K. 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l7(k), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

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

Representation Dates; Certificate. On the date of this 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (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 MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8‑K 8-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 10‑K. 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement Shares, the Company shall provide the Agent MLV with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “"furnished” " pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (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 MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8‑K 8-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 10‑K. 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement Shares, the Company shall provide the Agent MLV with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and and: (1) each time the Company: (i) files the Prospectus relating to the Placement Shares 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 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K)Act; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; and (Each 2) at any other time reasonably requested by KeyBanc (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 ), The Company and each Operating Partnership shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8‑K is material) KeyBanc with a certificate, in the form forms attached hereto as Exhibit 7(l)E-1 and E-2 within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(o) including with respect to clause (2) above, shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10‑K. 10-K. Notwithstanding the foregoing, 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 KeyBanc with a certificate under this Section 7(l7(o), then before the Company delivers the Placement Notice or the Agent KeyBanc sells any Placement SharesSecurities, the Company shall provide the Agent KeyBanc with a certificate, in the form forms attached hereto as Exhibit 7(l)E-1 and E-2, dated the date of the Placement Notice.

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

Representation Dates; Certificate. On the date of this 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K10­K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (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 MLV (but in the case of clause (ivv) above only if the Agent MLV reasonably determines that the information contained in such Form 8‑K 8-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 10‑K. 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement Shares, the Company shall provide the Agent MLV with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On Each time during the date term of this Agreement and that the Company (each time date of filing of one or more of the Company:documents referred to in the following clauses (i) through (iv) shall be a “Representation Date”): (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 its Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a current report Current Report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the The Company shall furnish the Agent to B. Xxxxx Securities (but in the case of clause (iv) above only if the Agent B. Xxxxx Securities reasonably determines that the information contained in such Form 8‑K 8-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 waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10‑K. . Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent B. Xxxxx Securities with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or the Agent B. Xxxxx Securities sells any Placement Shares, the Company shall provide the Agent B. Xxxxx Securities with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

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

Representation Dates; Certificate. On Each time during the date term of this Agreement and each time that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (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 furnish, within five (5) Trading Days, the Agent Distribution Agents (but in the case of clause (iv) above only if either of the Agent Distribution Agents reasonably determines that the information contained in such Form 8‑K 8-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; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10‑K. 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Distribution Agents with a certificate under this Section 7(l7(1), then before either of the Company delivers the Placement Notice or the Agent Distribution Agents sells any Placement Shares, the Company shall provide the Agent Distribution Agents with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the ). The Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8‑K 8-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 10‑K. 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement Shares, the Company shall provide the Agent MLV with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (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 (ivv) above only if the Agent reasonably determines that the information contained in such Form 8‑K 8-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 10‑K. 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On Each time during the date term of this 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information statements (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8‑K 8-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 10‑K. 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement Shares, the Company shall provide the Agent MLV with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice. In any circumstance in which the Company shall fail to provide the certification required hereunder when required in accordance with the foregoing, the sole remedy MLV shall have with respect to such failure shall be to cease making sales of Placement Shares under this Agreement until such time as such certification is delivered and MLV shall have agreed to waive the lateness of such delivery.

Representation Dates; Certificate. On Each time during the date term of this Agreement and each time that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K or quarterly report on Form 10-Q/A under the Exchange Act containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) 144 under the Exchange Act); (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8‑K 8-K is materialmaterial and informs the Company of such determination in writing) 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; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10‑K. 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the ). The Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8‑K 8-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 10‑K. 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement Shares, the Company shall provide the Agent MLV with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On Each time during the date term of this 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (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 MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8‑K 8-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 automatically be waived without further action by the Company for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10‑K. 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement Shares, the Company shall provide the Agent MLV with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On During the term of this Agreement, on the date of this Agreement the first Placement Notice given hereunder and within 7 days of each time the Company: Company (i) files amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the a previously filed Form 10-K); ; (iii) files its quarterly reports on Form 10-Q under the Exchange ActAct (including any Form 10-Q/A containing amended financial information or a material amendment to a previously filed Form 10-Q); or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial FASB Accounting Standards Codification No. 144360) 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 ). The Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8‑K is material) Agents 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 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 next delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10‑K. 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or the Agent sells Agents sell any Placement Shares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

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

Representation Dates; Certificate. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement Agreement, and each time the Company: 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 (1) a prospectus supplement filed in accordance with Section 7(l) of this Agreement or (2) a supplement or an amendment to the Prospectus that (x) does not materially change the information about the Company or its business, operations, properties or financial condition previously disclosed in the Registration Statement or Prospectus or (y) relates to an offering of securities other than the Shares) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K under the Exchange Act containing amended financial information (other than an earnings release, to “furnish” information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under or disclosure regarding the Exchange Act; occurrence of a significant development or material event (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8‑K is material) JMP 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 JMP. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10‑K. 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent JMP with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or the Agent JMP sells any Placement Shares, the Company shall provide the Agent JMP with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time the Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement SharesSecurities) 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 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information for the Company or a material amendment to the previously filed Form 10-K (a material amendment shall not include any Form 10-K/A filed solely for the purposes of providing financial statements for significant tenants)); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (, or Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) ” the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8‑K is material) DBSI 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(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 10‑K. . Notwithstanding the foregoing, 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 DBSI with a certificate under this Section 7(l7(n), then before the Company delivers the Placement Notice or the Agent DBSI sells any Placement SharesSecurities, the Company shall provide the Agent DBSI with a certificate, in the form attached hereto as Exhibit 7(l)F, dated the date of the Placement Notice.

Representation Dates; Certificate. On Each time during the date term of this Agreement and each time that the CompanyPartnership: (i) files the Prospectus relating to the Placement Shares or i. amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement SharesSecurities) the Registration Statement or the Prospectus relating to the Placement Shares Securities, by means of a post-effective amendment, sticker, or supplement supplement, but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) . files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended financial information or a material amendment to the previously filed Form 1020-KF);; or (iii) files . furnishes its quarterly reports unaudited interim financial statements and management’s discussion and analysis on Form 106-Q K under the Exchange Act or any date on which an amendment to any such document is filed or furnished under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date.”) the Company Partnership shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8‑K is material) Virtu with a certificate, in the form attached hereto as Exhibit 7(l)A within five (5) Trading Days of any Representation Date, provided, however, in the case of clause (i) above, the Partnership shall furnish Virtu with a certificate, in the form attached hereto as Exhibit A on or prior to delivery of the first Placement Notice relating to the Securities. The requirement to provide a certificate under this Section 7(l7(1) shall be deemed waived by Virtu for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Partnership delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company Partnership files its annual report on Form 10‑K. 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 Securities following a Representation Date when the Company Partnership relied on such waiver and did not provide the Agent Virtu with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or the Agent Virtu sells any Placement SharesSecurities, the Company Partnership shall provide the Agent Virtu with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of this Agreement the first Placement Notice and each time during the Company: term of this Agreement the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (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 Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or or (iv) files a current report Current Report on Form 8-K containing amended financial information (other than an earnings release or other 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. 144and not “filed”) 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 to Cantor (but in the case of clause (iv) above only if the Agent (1) a Placement Notice is pending and (2) Cantor reasonably determines that the information contained in such Form 8‑K 8-K is materialmaterial to a holder of Common Stock) with a certificate, in the form attached hereto as Exhibit 7(l)7(m) within one (1) Trading Day of any Representation Date if requested by Xxxxxx. 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 Annual Report on Form 10‑K. 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Cantor with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or the Agent Cantor sells any Placement Shares, the Company shall provide the Agent Cantor with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

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

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and and: (1) each time the Company: (i) files the Prospectus relating to the Placement Shares 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 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K)Act; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; and (Each 2) at any other time reasonably requested by Jefferies (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 8‑K is material) Jefferies with a certificate, in the form attached hereto as Exhibit 7(l)E within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(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 10‑K. 10-K. Notwithstanding the foregoing, 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 Jefferies with a certificate under this Section 7(l7(o), then before the Company delivers the Placement Notice or the Agent Jefferies sells any Placement SharesSecurities, the Company shall provide the Agent Jefferies with a certificate, in the form attached hereto as Exhibit 7(l)E, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of this Agreement First Delivery Date and each time the Company: 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, 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 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release or other 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. 144and not “filed”) 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 Cowen (but in the case of clause (iv) above only if the Agent (1) a Placement Notice is pending and (2) Cowen reasonably determines that the information contained in such Form 8‑K 8-K is materialmaterial to a holder of Common Stock) 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 Cowen. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10‑K. 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Cowen with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or the Agent 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. On Each time during the date term of this Agreement and that the Company (each time date of filing of one or more of the Company:documents referred to in the following clauses (i) through (iv) shall be a “Representation Date”): (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a current report Current Report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (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 to X. Xxxxx Securities (but in the case of clause (iv) above only if the Agent X. Xxxxx Securities reasonably determines that the information contained in such Current Report on Form 8‑K 8-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 waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10‑K. . Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent X. Xxxxx Securities with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or the Agent X. Xxxxx Securities sells any Placement Shares, the Company shall provide the Agent X. Xxxxx Securities with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (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 MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8‑K 8 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 10‑K. 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement Shares, the Company shall provide the Agent MLV with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of the first Placement Notice is given pursuant to this Agreement Agreement, each time Shares are delivered to BTIG as principal on a Settlement Date with respect to a Principal Transaction and each time the Company: Company (i) files the Prospectus relating to the Placement 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) 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 Shares) by means of a post-effective amendment, sticker, or supplement supplement, but not by means of incorporation of documents document(s) by reference into in the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended financial information or a material amendment to the previously filed Form 1020-KF); ; or (iii) files its quarterly reports a report on Form 106-Q K containing financial information under the Exchange Act; or Act (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “"Representation Date.”) "); the Company shall furnish BTIG on each Representation Date with the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8‑K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(m). The requirement to provide a the certificate under this Section 7(l7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of (x) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date), (y) and the date that Shares are delivered to BTIG as principal on a Settlement Date with respect to a Principal Transaction or (z) the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10‑K. 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide BTIG with the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or the Agent BTIG sells any Placement SharesShares in an Agency Transaction, or on the applicable Settlement Date with respect to a Principal Transaction, the Company shall provide BTIG with the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement NoticeNotice for such Agency Transaction or the Settlement Date of such Principal Transaction, as applicable.