IN THE SECURITIES; (II) ACCESS TO INFORMATION ABOUT THE COMPANY AND
ITS FINANCIAL CONDITION, RESULTS OF OPERATIONS, BUSINESS, PROPERTIES, MANAGEMENT
AND PROSPECTS SUFFICIENT TO ENABLE IT TO EVALUATE ITS INVESTMENT; AND (III) THE
OPPORTUNITY TO OBTAIN SUCH ADDITIONAL INFORMATION THAT THE COMPANY POSSESSES OR
CAN ACQUIRE WITHOUT UNREASONABLE EFFORT OR EXPENSE THAT IS NECESSARY TO MAKE AN
INFORMED INVESTMENT DECISION WITH RESPECT TO THE INVESTMENT.
SUCH PURCHASER
ACKNOWLEDGES AND AGREES THAT NEITHER THE PLACEMENT AGENT NOR ANY AFFILIATE OF
THE PLACEMENT AGENT HAS PROVIDED SUCH PURCHASER WITH ANY INFORMATION OR ADVICE
WITH RESPECT TO THE SECURITIES NOR IS SUCH INFORMATION OR ADVICE NECESSARY OR
DESIRED.
NEITHER THE PLACEMENT AGENT NOR ANY AFFILIATE HAS MADE OR MAKES ANY
REPRESENTATION AS TO THE COMPANY OR THE QUALITY OF THE SECURITIES AND THE
PLACEMENT AGENT AND ANY AFFILIATE MAY HAVE ACQUIRED NON-PUBLIC INFORMATION WITH
RESPECT TO THE COMPANY WHICH SUCH PURCHASER AGREES NEED NOT BE PROVIDED TO IT.
IN CONNECTION WITH THE ISSUANCE OF THE SECURITIES TO SUCH PURCHASER, NEITHER THE
PLACEMENT AGENT NOR ANY OF ITS AFFILIATES HAS ACTED AS A FINANCIAL ADVISOR OR
FIDUCIARY TO SUCH PURCHASER.
(F)
CERTAIN TRANSACTIONS AND CONFIDENTIALITY.
OTHER THAN
CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREUNDER, SUCH PURCHASER HAS NOT,
NOR HAS ANY PERSON ACTING ON BEHALF OF OR PURSUANT TO ANY UNDERSTANDING WITH
SUCH PURCHASER, DIRECTLY OR INDIRECTLY EXECUTED ANY PURCHASES OR SALES,
INCLUDING SHORT SALES, OF THE SECURITIES OF THE COMPANY DURING THE PERIOD
COMMENCING AS OF THE TIME THAT SUCH PURCHASER FIRST RECEIVED A TERM SHEET
(WRITTEN OR ORAL) FROM THE COMPANY OR ANY OTHER PERSON REPRESENTING THE COMPANY
SETTING FORTH THE MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED HEREUNDER AND
ENDING IMMEDIATELY PRIOR TO THE EXECUTION HEREOF.
NOTWITHSTANDING THE
FOREGOING, IN THE CASE OF A PURCHASER THAT IS A MULTI-MANAGED INVESTMENT VEHICLE
WHEREBY SEPARATE PORTFOLIO MANAGERS MANAGE SEPARATE PORTIONS OF SUCH PURCHASER'S
ASSETS AND THE PORTFOLIO MANAGERS HAVE NO DIRECT KNOWLEDGE OF THE INVESTMENT
DECISIONS MADE BY THE PORTFOLIO MANAGERS MANAGING OTHER PORTIONS OF SUCH
PURCHASER'S ASSETS, THE REPRESENTATION SET FORTH ABOVE SHALL ONLY APPLY WITH
RESPECT TO THE PORTION OF ASSETS MANAGED BY THE PORTFOLIO MANAGER THAT MADE THE
INVESTMENT DECISION TO PURCHASE THE SECURITIES COVERED BY THIS AGREEMENT.
OTHER
THAN TO OTHER PERSONS PARTY TO THIS AGREEMENT OR TO SUCH PURCHASER'S
REPRESENTATIVES, INCLUDING, WITHOUT LIMITATION, ITS OFFICERS, DIRECTORS,
PARTNERS, LEGAL AND OTHER ADVISORS, EMPLOYEES, AGENTS AND AFFILIATES, SUCH
PURCHASER HAS MAINTAINED THE CONFIDENTIALITY OF ALL DISCLOSURES MADE TO IT IN
CONNECTION WITH THIS TRANSACTION (INCLUDING THE EXISTENCE AND TERMS OF THIS
TRANSACTION). NOTWITHSTANDING THE FOREGOING, FOR THE AVOIDANCE OF DOUBT, NOTHING
CONTAINED HEREIN SHALL CONSTITUTE A REPRESENTATION OR WARRANTY, OR PRECLUDE ANY
ACTIONS, WITH RESPECT TO LOCATING OR BORROWING SHARES IN ORDER TO EFFECT SHORT
SALES OR SIMILAR TRANSACTIONS IN THE FUTURE.
(G)
GENERAL SOLICITATION.
SUCH PURCHASER IS NOT PURCHASING THE
SECURITIES AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR OTHER
COMMUNICATION REGARDING THE SECURITIES PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR
SIMILAR MEDIA OR BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT