AND THE TERMS OF A TERMS AGREEMENT,
HOWEVER, THE TERMS OF SUCH TERMS AGREEMENT WILL CONTROL.
A TERMS AGREEMENT MAY
ALSO SPECIFY CERTAIN PROVISIONS RELATING TO THE REOFFERING OF SUCH SHARES BY THE
MANAGER.
EACH TERMS AGREEMENT SHALL SPECIFY THE NUMBER OF SHARES TO BE OFFERED
IN THE FIXED PRICE OFFERING AND THE PRICE AT WHICH SUCH SHARES ARE TO BE
REOFFERED.
SUCH TERMS AGREEMENT SHALL ALSO SPECIFY ANY REQUIREMENTS FOR
OPINIONS OF COUNSEL, ACCOUNTANTS' LETTERS AND OFFICERS' CERTIFICATES PURSUANT TO
SECTION 4 OF THIS AGREEMENT AND ANY OTHER INFORMATION OR DOCUMENTS REASONABLY
REQUIRED BY THE MANAGER.
SECTION 3.
COVENANTS OF THE COMPANY.
THE COMPANY HEREBY COVENANTS AND AGREES
WITH THE MANAGER THAT:
(A)
DURING THE PERIOD BEGINNING ON THE DATE HEREOF AND ENDING ON THE
DATE, AS DETERMINED IN THE SOLE DISCRETION OF THE MANAGER, THAT A PROSPECTUS IS
NO LONGER REQUIRED BY LAW TO BE DELIVERED IN CONNECTION WITH SALES BY THE
MANAGER OR ANY DEALER, INCLUDING IN CIRCUMSTANCES WHERE SUCH REQUIREMENT MAY BE
SATISFIED PURSUANT TO RULE 172 OF THE 1933 ACT REGULATIONS (THE "PROSPECTUS
DELIVERY PERIOD"), THE COMPANY WILL NOTIFY THE MANAGER PROMPTLY IN WRITING OF
THE TIME WHEN ANY SUBSEQUENT AMENDMENT TO THE REGISTRATION STATEMENT HAS BECOME
EFFECTIVE OR ANY AMENDMENT TO THE REGISTRATION STATEMENT OR ANY SUBSEQUENT
SUPPLEMENT TO THE PROSPECTUS HAS BEEN FILED.
THE COMPANY WILL PREPARE AND FILE
WITH THE COMMISSION ANY AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENT
OR THE PROSPECTUS THAT, IN THE REASONABLE OPINION OF THE COMPANY, MAY BE
NECESSARY OR ADVISABLE IN CONNECTION WITH THE OFFERING OF THE SHARES BY THE
MANAGER.
THE COMPANY WILL COMPLY WITH RULE 430B, PROVIDED, HOWEVER, THE COMPANY
WILL NOT FILE ANY AMENDMENT OR SUPPLEMENT TO THE REGISTRATION STATEMENT OR THE
PROSPECTUS, DURING THE PROSPECTUS DELIVERY PERIOD, UNLESS A COPY THEREOF HAS
BEEN SUBMITTED TO THE MANAGER A REASONABLE PERIOD OF TIME BEFORE FILING WITH THE
COMMISSION.
THE COMPANY WILL FILE PROMPTLY ALL REPORTS AND ANY DEFINITIVE PROXY
OR INFORMATION STATEMENTS REQUIRED TO BE FILED BY THE COMPANY WITH THE
COMMISSION PURSUANT TO SECTION 13, 14 OR 15 OF THE 1934 ACT FOR SO LONG AS THE
DELIVERY OF A PROSPECTUS IS REQUIRED IN CONNECTION WITH THE OFFERING OR SALE OF
THE SHARES AND TO ADVISE THE MANAGER OF ANY SUCH FILING.
DURING THE PROSPECTUS
DELIVERY PERIOD, THE COMPANY WILL FURNISH TO THE MANAGER AT THE TIME OF FILING
THEREOF, A COPY OF ANY DOCUMENT THAT UPON FILING IS DEEMED TO BE INCORPORATED BY
REFERENCE IN THE REGISTRATION STATEMENT OR THE PROSPECTUS.
DURING THE
PROSPECTUS DELIVERY PERIOD, THE COMPANY WILL CAUSE EACH AMENDMENT OR SUPPLEMENT
TO THE PROSPECTUS TO BE FILED WITH THE COMMISSION AS REQUIRED PURSUANT TO THE
APPLICABLE PARAGRAPH OF RULE 424(B) OF THE 1933 ACT REGULATIONS OR, IN THE CASE
OF ANY DOCUMENT TO BE INCORPORATED THEREIN BY REFERENCE, TO BE FILED WITH THE
COMMISSION AS REQUIRED PURSUANT TO THE 1934 ACT, WITHIN THE PRESCRIBED TIME
PERIOD.
THE COMPANY SHALL PAY THE REQUIRED COMMISSION FILING FEES RELATING TO
THE SHARES