Bring-down Comfort Letter. At the Closing Date, the Initial Purchasers shall have received from E&Y, a letter, dated as of the Closing Date and in form and substance reasonably satisfactory to the Initial Purchasers, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection # of this Section, except that the “cut-off” date referred to shall be a date not more than three business days prior to the Closing Date.

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time # the Company files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the 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 document(s) by reference to the Registration Statement or the Prospectus relating to the Shares; # the Company files an annual report on Form 10-K under the Exchange Act; # the Company files its quarterly reports on Form 10-Q under the Exchange Act; or # the Company files a report on Form 8-K containing amended financial information (other than an earnings release) 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 "Bring-Down Date"); the Company shall furnish Cowen with a certificate, in the form attached hereto as [Exhibit 7](m) within three (3) Trading Days of any Bring-Down Date if requested by Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Agency Transaction 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 Bring-Down Date) and the next occurring Bring- Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Cowen sells any Shares pursuant to such Agency Transaction, the Company shall provide Cowen with a certificate, in the form attached hereto as [Exhibit 7](m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as [Exhibit 7](m) shall be delivered at the Principal Settlement Date.

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time # the Company files the Prospectus relating to the Placement Shares or amends or supplements 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 document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; # the Company files an annual report on Form 10-K under the Exchange Act; # the Company files its quarterly reports on Form 10-Q under the Exchange Act; or # the Company files a report on Form 8-K containing amended financial information (other than an earnings release) 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 "Bring-Down Date"); the Company shall furnish Cowen with a certificate, in the form attached hereto as [Exhibit 7](m) within three (3) Trading Days of any Bring-Down Date if requested by Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down 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 Bring-Down Date) and the next occurring Bring-Down Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Cowen sells any Placement Shares, the Company shall provide Cowen with a certificate, in the form attached hereto as [Exhibit 7](m), dated the date of the Placement Notice.

Bring-Down Certificate. A certificate dated as of the Closing Date executed by Seller in the form attached as [Schedule 6.2(e)];

Representation Dates; Certificate. During the term of this Agreement, on or prior to the First Delivery Date and each time the Company # files the Prospectus relating to the Placement Shares or amends or supplements 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 document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; # files an annual report on Form 10-K under the Exchange Act; # files its quarterly reports on Form 10-Q under the Exchange Act; or # 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) 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 Cowen with a certificate, in the form attached hereto as [Exhibit 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(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 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 Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Cowen sells any Placement Shares, the Company shall provide Cowen with a certificate, in the form attached hereto as [Exhibit 7](m), dated the date of the Placement Notice.

Bring-down Comfort Letter. At the Closing Date, the Initial Purchasers shall have received from E&Y, a letter, dated as of the Closing Date and in form and substance reasonably satisfactory to the Initial Purchasers, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection # of this Section, except that the “cut-off” date referred to shall be a date not more than three business days prior to the Closing Date.

Bring-down Comfort Letter. At the Closing Time, the Representative shall have received from Ernst & Young LLP a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection # of this Section, except that the specified date referred to shall be a date not more than three business days prior to the Closing Time.

Bring-Down Opinions of Counsel. Each time the Company # files [[Organization A:Organization]] Prospectus Supplement relating to the Securities pursuant to Section 1.4 (other than the Initial Prospectus Supplement), # amends or supplements the Registration Statement or the Prospectus relating to the Securities by means of [[Organization A:Organization]] post-effective amendment, sticker, or supplement, but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Securities (other than as set forth in [clauses (iii) and (iv) hereof]); # files an Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/[[Organization A:Organization]] containing amended financial information or [[Organization A:Organization]] material amendment to the previously filed Form 10-K); or # [[Organization A:Organization]] current report on Form 8-K that contains amended material financial information (or [[Organization A:Organization]] restatement of material financial information) or an amendment to other material information contained or incorporated by reference in the Registration Statement or any Prospectus Supplement (each date of filing of one or more of the documents referred to in [clauses (i) through (iv)] shall be [[Organization A:Organization]] “Representation Date”), the Company shall furnish the Investor, within three (3) Trading Days after each filing date thereof, the opinions and negative assurance “bring down” from outside counsel to the Company, in the forms mutually agreed to by the parties hereto prior to the date hereof. The requirement to provide the opinion “bring down” under this [Section 6.3(l)] shall be waived for any Representation Date referred to in [clause (iv) above] with respect to [[Organization A:Organization]] fiscal quarter during which no Shares were sold hereunder, which waiver shall continue until the earlier to occur of the date the Company delivers [[Organization A:Organization]] VWAP Purchase Notice (which for such calendar quarter shall be considered [[Organization A:Organization]] Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to deliver [[Organization A:Organization]] VWAP Purchase Notice to the Investor following [[Organization A:Organization]] Representation Date when the Company relied on such waiver and did not provide the Investor with the opinion “bring down” under this [Section 6.3(l)], then before the Company delivers the VWAP Purchase Notice to the Investor, the Company shall provide the Investor with opinion “bring down” from outside counsel to the Company, in the forms mutually agreed to by the parties hereto prior to the date hereof, dated the date of the VWAP Purchase Notice.

Bring-down Comfort Letter. If requested by the Representative, a letter from Ernst & Young LLP, in form and substance satisfactory to the Representative and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Representative pursuant to Section 5(f) hereof, except that the "specified date" in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery.

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time # the Company files the Prospectus relating to the Placement Shares or amends or supplements 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 document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; # the Company files an annual report on Form 10-K under the Exchange Act; # the Company files its quarterly reports on Form 10-Q under the Exchange Act; or # the Company files a report on Form 8-K containing amended financial information (other than an earnings release) 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 "Bring-Down Date"); the Company shall furnish Cowen with a certificate, in the form attached hereto as [Exhibit 7](m) within three (3) Trading Days of any Bring-Down Date if requested by Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down 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 Bring-Down Date) and the next occurring Bring-Down Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Cowen sells any Placement Shares, the Company shall provide Cowen with a certificate, in the form attached hereto as [Exhibit 7](m), dated the date of the Placement Notice.