AS TO WHICH SUCH JURISDICTION IS NON-EXCLUSIVE) OF SUCH COURTS IN
ANY SUCH SUIT, ACTION OR PROCEEDING.
SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR
DOCUMENT BY MAIL TO SUCH PARTY'S ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE
SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH
COURT.
THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE
LAYING OF VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING IN THE SPECIFIED COURTS
AND IRREVOCABLY AND UNCONDITIONALLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY
SUCH COURT THAT ANY SUCH SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
SECTION 14.
HEADINGS.
THE SECTION HEADINGS IN THIS AGREEMENT HAVE BEEN
INSERTED AS A MATTER OF CONVENIENCE OF REFERENCE AND ARE NOT A PART OF THIS
AGREEMENT.
SECTION 15.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON THE
MANAGER AND THE COMPANY AND THEIR SUCCESSORS AND ASSIGNS AND ANY SUCCESSOR OR
ASSIGN OF ANY SUBSTANTIAL PORTION OF THE COMPANY'S AND ANY OF THE MANAGER'S
RESPECTIVE BUSINESSES AND/OR ASSETS.
SECTION 16.
NO ADVISORY OR FIDUCIARY RELATIONSHIP.
THE COMPANY ACKNOWLEDGES
AND AGREES THAT (A) THE PURCHASE AND SALE OF THE SHARES PURSUANT TO THIS
AGREEMENT, INCLUDING THE DETERMINATION OF THE PUBLIC OFFERING PRICE OF THE
SHARES AND ANY RELATED DISCOUNTS AND COMMISSIONS, IS AN ARM'S-LENGTH COMMERCIAL
TRANSACTION BETWEEN THE COMPANY, ON THE ONE HAND, AND THE MANAGER, ON THE OTHER
HAND, (B) IN CONNECTION WITH THE OFFERING CONTEMPLATED HEREBY AND THE PROCESS
LEADING TO SUCH TRANSACTION THE MANAGER IS AND HAS BEEN ACTING SOLELY AS A
PRINCIPAL AND IS NOT THE AGENT OR FIDUCIARY OF THE COMPANY, OR ITS RESPECTIVE
STOCKHOLDERS, CREDITORS, EMPLOYEES OR ANY OTHER PARTY, (C) THE MANAGER HAS NOT
ASSUMED OR WILL NOT ASSUME AN ADVISORY OR FIDUCIARY RESPONSIBILITY IN FAVOR OF
THE COMPANY WITH RESPECT TO THE OFFERING CONTEMPLATED HEREBY OR THE PROCESS
LEADING THERETO (IRRESPECTIVE OF WHETHER THE MANAGER HAS ADVISED OR IS CURRENTLY
ADVISING THE COMPANY ON OTHER MATTERS) AND THE MANAGER HAS NO ANY OBLIGATION TO
THE COMPANY WITH RESPECT TO THE OFFERING CONTEMPLATED HEREBY EXCEPT THE
OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT, (D) THE MANAGER AND ITS
RESPECTIVE AFFILIATES MAY BE ENGAGED IN A BROAD RANGE OF TRANSACTIONS THAT
INVOLVE INTERESTS THAT DIFFER FROM THOSE OF EACH OF THE COMPANY, AND (E) THE
MANAGER HAS NOT PROVIDED ANY LEGAL, ACCOUNTING, REGULATORY OR TAX ADVICE WITH
RESPECT TO THE OFFERING CONTEMPLATED HEREBY AND THE COMPANY HAS CONSULTED ITS
OWN RESPECTIVE LEGAL, ACCOUNTING, REGULATORY AND TAX ADVISORS TO THE EXTENT IT
DEEMED APPROPRIATE.
SECTION 17.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE.
ALL
REPRESENTATIONS, WARRANTIES AND AGREEMENTS CONTAINED IN THIS AGREEMENT OR IN
CERTIFICATES OF OFFICERS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES SUBMITTED
PURSUANT HERETO, SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT REGARDLESS
OF (I) ANY INVESTIGATION MADE BY OR ON BEHALF OF THE MANAGER OR ITS AFFILIATES
OR SELLING AGENTS, ANY PERSON CONTROLLING THE MANAGER, ITS OFFICERS OR