Additional Conditions for “Distributions. If the Company shall direct the Sales Agent to offer and sell Shares in a transaction that would constitute a “distribution” within the meaning of Rule 100 of Regulation M of the 1934 Act Regulations, the Company will provide the Sales Agent: (A) at the Sales Agent’s request and upon reasonable advance notice to the Company, on or prior to the Settlement Date in respect of such sale, the opinions of counsel and officers’ certificates pursuant to Sections 6(a)(ii), (iii) and (iv) hereof, each dated such Settlement Date, (B) at the Sales Agent’s request and upon reasonable advance notice to the Company, on or prior to the Settlement Date in respect of such sale, a customary “bringdown” comfort letter from Deloitte & Touche LLP and (C) such other documents and information as the Sales Agent shall reasonably request.
