Common use of Auditor Bring Down “Comfort” Letter Clause in Contracts

Auditor Bring Down “Comfort” Letter. Within five (5) Trading Days after each Representation Date, unless waived by the Manager, the Company shall cause (1) the Company’s auditors (the “Accountants”), or other independent accountants satisfactory to the Manager forthwith to furnish the Manager a letter, and (2) the Chief Financial Officer of the Company forthwith to furnish the Manager a certificate, in each case dated on such Representation Date, in form satisfactory to the Manager, of the same tenor as the letters and certificate referred to in Section 6 of this Agreement but modified to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letters and certificate. The requirement to furnish or cause to be furnished a “comfort” letter under this Section 4(m) 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 the deliverables required by this Section 4(m) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The requirement to furnish or cause to be furnished on or more letters or certificates under this Section 4(m) shall at the request of the Company be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager a certificate pursuant to this Section 4(m), then, before the Company is entitled to deliver a Sales Notice to the Manager to Sell shares pursuant to this Agreement, the Company shall provide the Manager such letters or certificates.

Auditor Bring Down “Comfort” Letter. Within five (5) Trading Days after At each Representation Date, unless waived by the each Manager, the Company shall cause (1) the Company’s auditors (the “Accountants”), or other independent accountants satisfactory to the each Manager forthwith promptly to furnish the Manager Managers a letter, and (2) the Chief Financial Officer of the Company forthwith to furnish the Manager Managers a certificate, in each case dated on such Representation Date, in form satisfactory to the each Manager, of the same tenor as the letters and certificate referred to in Section 6 of this Agreement but modified to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letters and certificate. ; provided, however, that the Company will not be required to cause the Accountants to furnish such letters to the Managers in connection with the filing of a Current Report on Form 8-K unless (i) such Current Report on Form 8-K is filed at any time during which a prospectus relating to the Shares is required to be delivered under the Act and (ii) a Manager has requested such letter based upon the event or events reported in such Current Report on Form 8-K. The requirement to furnish or cause to be furnished a “comfort” letter under this Section 4(m) 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 the deliverables required by this Section 4(m) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The requirement to furnish or cause to be furnished on or more letters or certificates under this Section 4(m) shall at the request of the Company be waived for any Representation Date occurring on a date on which no instruction to the Manager Managers to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager Managers a certificate “comfort” letter pursuant to this Section 4(m), then, then before the Company is entitled instructs the Managers to deliver a Sales Notice to the Manager to Sell shares sell Shares pursuant to this Agreement, the Company shall provide the Manager Managers such letters or certificates“comfort” letter.

Auditor Bring Down “Comfort” Letter. Within five (5) Trading Days after At each Representation Date, unless waived by the Manager, the Company shall cause (1) the Company’s 's auditors (the “"Accountants”"), or other independent accountants satisfactory to the Manager forthwith to furnish the Manager a letter, and (2) the Chief Financial Officer of the Company forthwith to furnish the Manager a certificate, in each case dated on such Representation Date, in form satisfactory to the Manager, of the same tenor as the letters and certificate referred to in Section 6 7(e) of this Agreement but modified to relate to the Registration Statement and the ProspectusProspectuses, as amended and supplemented to the date of such letters and certificate. The ; provided, however, that the requirement to furnish or cause to be furnished a “"comfort” " letter under this Section 4(m5(m) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus Prospectuses is made or the Company files its Annual Report on Form 1040-K F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests the deliverables required by this Section 4(m5(m) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The requirement to furnish deliver or cause to be furnished on delivered one or more letters or and certificates under this Section 4(m5(m) shall at the request of the Company be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide or cause to be provided to the Manager a certificate pursuant to the letters or certificates contemplated in this Section 4(m5(m), then, before the Company is entitled to deliver a Sales Notice to the Manager to Sell shares pursuant to this Agreement, the Company shall provide or cause to be provided the Manager such letters or and certificates.

Auditor Bring Down “Comfort” Letter. Within five (5) Trading Days after At each Representation Date, unless waived by the Manager, the Company shall cause (1) Mxxxxx for the Company’s auditors fiscal years ended April 30, 2017 and April 30, 2018, and KBL for the fiscal quarter ended July 31, 2018 (collectively, the “Accountants”), or other independent accountants satisfactory to the Manager forthwith to furnish the Manager a letter, and (2) the Chief Financial Officer of the Company forthwith to furnish the Manager a certificate, in each case dated on such Representation Date, in form satisfactory to the Manager, of the same tenor as the letters and certificate referred to in Section 6 of this Agreement but modified to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letters and certificate. ; provided, however, that the Company will not be required to cause the Accountants to furnish such letters to the Manager in connection with the filing of a Current Report on Form 8-K unless (i) such Current Report on Form 8-K is filed at any time during which a prospectus relating to the Shares is required to be delivered under the Act and (ii) the Manager has requested such letter based upon the event or events reported in such Current Report on Form 8-K. The requirement to furnish or cause to be furnished a “comfort” letter under this Section 4(m) 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 the deliverables required by this Section 4(m) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The requirement to furnish or cause to be furnished on or more letters or certificates under this Section 4(m) shall at the request of the Company be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager a certificate “comfort” letter pursuant to this Section 4(m), then, then before the Company is entitled to deliver a Sales Notice to instructs the Manager to Sell shares sell Shares pursuant to this Agreement, the Company shall provide the Manager such letters or certificates“comfort” letter.