SOLD THROUGH
THE MANAGER UNDER THIS AGREEMENT, THE NET PROCEEDS FROM SUCH SALES AND THE
COMPENSATION DEEMED PAID BY THE COMPANY WITH RESPECT TO SALES OF SHARES PURSUANT
TO THIS AGREEMENT DURING THE RELEVANT QUARTER.
(R)
THE COMPANY WILL USE ITS BEST EFFORTS TO CAUSE THE SETTLEMENT
SHARES TO BE LISTED ON THE NYSE AND TO MAINTAIN SUCH LISTING AND TO FILE WITH
THE NYSE ALL DOCUMENTS AND NOTICES REQUIRED BY THE NYSE OF COMPANIES THAT HAVE
SECURITIES THAT ARE LISTED ON THE NYSE.
(S)
THE COMPANY WILL NOT (I) TAKE, DIRECTLY OR INDIRECTLY, ANY ACTION
DESIGNED TO STABILIZE OR MANIPULATE THE PRICE OF ANY SECURITY OF THE COMPANY, OR
WHICH MAY CAUSE OR RESULT IN, OR WHICH MIGHT IN THE FUTURE REASONABLY BE
EXPECTED TO CAUSE OR RESULT IN, THE STABILIZATION OR MANIPULATION OF THE PRICE
OF ANY SECURITY OF THE COMPANY, TO FACILITATE THE SALE OR RESALE OF ANY OF THE
SHARES, (II) BID FOR OR PURCHASE, OR PAY ANY PERSON (OTHER THAN AS CONTEMPLATED
BY THE PROVISIONS OF THIS AGREEMENT) ANY COMPENSATION FOR, SOLICITING PURCHASES
OF THE SHARES, OR (III) PAY OR AGREE TO PAY TO ANY PERSON ANY COMPENSATION FOR
SOLICITING ANY ORDER TO PURCHASE ANY SECURITY THAT IS A "REFERENCE SECURITY"
WITH RESPECT TO THE COMMON STOCK OF THE COMPANY (WITHIN THE MEANING OF
REGULATION M UNDER THE 1934 ACT) OTHER THAN AS CONTEMPLATED BY THE PROVISIONS OF
THIS AGREEMENT, IN EACH CASE, DURING ANY "RESTRICTED PERIOD" WITHIN THE MEANING
OF REGULATION M UNDER THE 1934 ACT.
(T)
THE COMPANY WILL COMPLY WITH ALL OF THE PROVISIONS OF ANY
UNDERTAKINGS IN THE REGISTRATION STATEMENT.
20
(U)
THE COMPANY WILL COOPERATE TIMELY WITH ANY REASONABLE DUE
DILIGENCE REVIEW CONDUCTED BY THE MANAGER OR ITS COUNSEL FROM TIME TO TIME IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT
LIMITATION, PROVIDING INFORMATION AND MAKING AVAILABLE DOCUMENTS AND SENIOR
CORPORATE OFFICERS, DURING REGULAR BUSINESS HOURS AND AT THE COMPANY'S PRINCIPAL
OFFICES, AT SUCH TIMES AS THE MANAGER MAY REASONABLY REQUEST.
IF THE MANAGER
SHALL SO REQUEST OF ONE OF THE SENIOR CORPORATE OFFICERS OF THE COMPANY
SPECIFIED IN EXHIBIT C BY 3:00 P.M. EASTERN TIME ON ANY BUSINESS DAY, THE
COMPANY SHALL EITHER (I) MAKE AVAILABLE ONE OR MORE SENIOR CORPORATE OFFICERS OF
THE COMPANY FOR INTERVIEW DUE DILIGENCE AT 9:00 A.M. EASTERN TIME ON THE NEXT
FOLLOWING BUSINESS DAY OR (II) DIRECT THE MANAGER TO CEASE OFFERS AND SALES OF
THE SHARES UNTIL SUCH TIME AS SUCH SENIOR CORPORATE OFFICER OR OFFICERS OF THE
COMPANY SHALL BE MADE AVAILABLE FOR SUCH PURPOSES.
(V)
THE COMPANY REPRESENTS AND AGREES THAT, UNLESS IT OBTAINS THE
PRIOR CONSENT OF THE MANAGER, IT HAS NOT MADE AND WILL NOT MAKE ANY OFFER
RELATING TO THE SHARES THAT WOULD CONSTITUTE AN "ISSUER FREE WRITING
PROSPECTUS," AS DEFINED IN RULE 433, OR THAT WOULD OTHERWISE CONSTITUTE A "FREE
WRITING PROSPECTUS," AS DEFINED IN RULE 405, WHETHER OR NOT REQUIRED TO BE FILED
WITH THE COMMISSION.
ANY SUCH FREE WRITING PROSPECTUS CONSENTED TO