8-K, unless the Manager shall
otherwise reasonably request), the Company will furnish or cause to be furnished
forthwith within the earlier of (x) 4 business days or (y) to the extent there
shall be an Applicable Time on or following such amendment, supplement or filing
referred to in clause (i) or (ii), such Applicable Time, to the Manager and to
counsel to the Manager written opinions and negative assurance letters of
Ropes & Gray LLP, dated the date of effectiveness of such amendment or the date
of filing with the Commission of such supplement or other document, as the case
may be, in a form and substance satisfactory to the Manager and its counsel, of
the same tenor as the opinions and negative assurance letters referred to in
Section 4(c) of this Agreement, but modified as necessary to relate to the
Registration Statement and the Prospectus as amended and supplemented, or to the
document incorporated by reference into the Prospectus, to the time of delivery
of such opinion.
19
(N)
EACH TIME THAT (I) THE REGISTRATION STATEMENT OR THE PROSPECTUS
SHALL BE AMENDED OR SUPPLEMENTED TO INCLUDE ADDITIONAL AMENDED FINANCIAL
INFORMATION OR (II) THERE IS FILED WITH THE COMMISSION ANY DOCUMENT INCORPORATED
BY REFERENCE INTO THE PROSPECTUS WHICH CONTAINS ADDITIONAL AMENDED FINANCIAL
INFORMATION (OTHER THAN A CURRENT REPORT ON FORM 8-K, UNLESS THE MANAGER SHALL
OTHERWISE REASONABLY REQUEST), THE COMPANY WILL CAUSE PRICEWATERHOUSECOOPERS LLP
TO FURNISH ON OR PRIOR TO THE EARLIER OF (X) EIGHT BUSINESS DAYS THEREAFTER OR
(Y) TO THE EXTENT THERE SHALL BE AN APPLICABLE TIME ON OR FOLLOWING SUCH
AMENDMENT, SUPPLEMENT OR FILING REFERRED TO IN CLAUSE (I) OR (II), SUCH
APPLICABLE TIME, TO THE MANAGER A LETTER, DATED THE DATE OF EFFECTIVENESS OF
SUCH AMENDMENT OR THE DATE OF FILING OF SUCH SUPPLEMENT OR OTHER DOCUMENT WITH
THE COMMISSION, AS THE CASE MAY BE, IN FORM SATISFACTORY TO THE MANAGER AND ITS
COUNSEL, OF THE SAME TENOR AS THE LETTER REFERRED TO IN SECTION 4(D) HEREOF, BUT
MODIFIED AS NECESSARY TO RELATE TO THE REGISTRATION STATEMENT AND THE
PROSPECTUS, AS AMENDED AND SUPPLEMENTED, OR TO THE DOCUMENT INCORPORATED BY
REFERENCE INTO THE PROSPECTUS, TO THE DATE OF SUCH LETTER.
(O)
THE COMPANY ACKNOWLEDGES THAT THE MANAGER WILL BE TRADING THE
COMPANY'S COMMON STOCK FOR THE MANAGER'S OWN ACCOUNT AND FOR THE ACCOUNT OF ITS
CLIENTS AT THE SAME TIME AS SALES OF SHARES OCCUR PURSUANT TO THIS AGREEMENT.
(P)
IF ANY CONDITION SET FORTH IN SECTION 4(A) OR 4(G) HEREOF SHALL
NOT HAVE BEEN SATISFIED ON THE APPLICABLE SETTLEMENT DATE, THE MANAGER, AT THE
DIRECTION OF THE COMPANY, WILL OFFER TO ANY PERSON WHO HAS AGREED TO PURCHASE
SHARES PURSUANT TO THE OFFERING CONTEMPLATED BY THIS AGREEMENT AS THE RESULT OF
AN OFFER TO PURCHASE SOLICITED BY THE MANAGER THE RIGHT TO REFUSE TO PURCHASE
AND PAY FOR SUCH SHARES.
(Q)
THE COMPANY WILL DISCLOSE IN ITS ANNUAL REPORTS ON FORM 10-K AND
QUARTERLY REPORTS ON FORM 10-Q, AS APPLICABLE, THE NUMBER OF SHARES