Common use of Bring Down Opinions; Negative Assurance Clause in Contracts

Bring Down Opinions; Negative Assurance. Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The Manager hereby agrees that Company Counsel may provide a reliance letter for a previously delivered opinion or negative assurance representation, stating that such opinion or negative assurance representation may continue to be relied on, in lieu of providing an opinion or negative assurance representation on any such date.

Bring Down Opinions; Negative Assurance. Within five (5) Trading Days of each Representation Date, unless Unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Datedate, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The , at each Representation Date; provided, however, that the requirement for the Company to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or on which the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests requests, upon a material adverse change in the results of operations, business or condition of the Company, such deliverable opinion required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable opinion shall be deliverable hereunder. The Manager hereby agrees that Company Counsel may provide a reliance letter for a previously delivered opinion or negative assurance representation, stating that such opinion or negative assurance representation may continue to be relied on, in lieu of providing an opinion or negative assurance representation on any such date.