AND
18
(B) THE MANAGER SUSPENDING ACTIVITY UNDER THIS PROGRAM FOR SUCH PERIOD OF TIME
AS REQUESTED BY THE COMPANY OR AS DEEMED APPROPRIATE BY THE MANAGER IN LIGHT OF
THE PROPOSED SALE.
(K)
AT ANY TIME DURING THE TERM OF THIS AGREEMENT, AS SUPPLEMENTED
FROM TIME TO TIME, THE COMPANY WILL ADVISE THE MANAGER IMMEDIATELY AFTER IT
SHALL HAVE RECEIVED NOTICE OR OBTAIN KNOWLEDGE THEREOF, OF (X) ANY INFORMATION
OR FACT THAT, IN THE OPINION OF COUNSEL TO THE COMPANY, WOULD ALTER OR AFFECT,
IN ANY MATERIAL RESPECT, ANY OPINION, CERTIFICATE, LETTER OR OTHER DOCUMENT
PROVIDED TO THE MANAGER PURSUANT TO SECTION 4 OF THIS AGREEMENT OR ANY OF THE
REPRESENTATIONS OR WARRANTIES MADE PURSUANT TO SECTION 1 OF THIS AGREEMENT OR
(Y) ANY NON-COMPLIANCE OR IMMINENT NON-COMPLIANCE BY THE COMPANY WITH ANY OF ITS
COVENANTS OR OBLIGATIONS HEREUNDER IN ANY MATERIAL RESPECT.
(L)
EACH TIME THAT (I) THE REGISTRATION STATEMENT OR THE PROSPECTUS
SHALL BE AMENDED OR SUPPLEMENTED (OTHER THAN A PROSPECTUS SUPPLEMENT TO THE
PROSPECTUS INCLUDED AS PART OF THE REGISTRATION STATEMENT FILED PURSUANT TO
RULE 424(B) OF THE 1933 ACT REGULATIONS RELATING SOLELY TO THE OFFERING OF
SECURITIES OTHER THAN THE SHARES), OR (II) THERE IS FILED WITH THE COMMISSION
ANY DOCUMENT INCORPORATED BY REFERENCE INTO THE PROSPECTUS (OTHER THAN A CURRENT
REPORT ON FORM 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 A CERTIFICATE 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 SATISFACTORY TO
THE MANAGER TO THE EFFECT THAT THE STATEMENTS CONTAINED IN THE CERTIFICATE
REFERRED TO IN SECTION 4(E) OF THIS AGREEMENT WHICH WERE LAST FURNISHED TO THE
MANAGER ARE TRUE AND CORRECT AT THE TIME OF SUCH AMENDMENT, SUPPLEMENT OR
FILING, AS THE CASE MAY BE, AS THOUGH MADE AT AND AS OF SUCH TIME (EXCEPT THAT
SUCH STATEMENTS SHALL BE DEEMED TO RELATE TO THE REGISTRATION STATEMENT AND THE
PROSPECTUS AS AMENDED AND SUPPLEMENTED TO SUCH TIME) OR, IN LIEU OF SUCH
CERTIFICATE, A CERTIFICATE OF THE SAME TENOR AS THE CERTIFICATE REFERRED TO IN
SAID SECTION 4(E), 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
CERTIFICATE.
(m)
Each time that (i) the Registration Statement or the Prospectus
shall be amended or supplemented (other than a prospectus supplement relating
solely to the offering of securities other than the Shares) or (ii) there is
filed with the Commission any document incorporated by reference into the
Prospectus (other than a current report on Form