COMFORT LETTER IS DELIVERED, IN FORM AND SUBSTANCE SATISFACTORY
TO ML&CO, (I) CONFIRMING THAT THEY ARE AN INDEPENDENT PUBLIC ACCOUNTING FIRM
WITHIN THE MEANING OF THE SECURITIES ACT AND THE PCAOB, (II) STATING, AS OF SUCH
DATE, THE CONCLUSIONS AND FINDINGS OF SUCH FIRM WITH RESPECT TO THE FINANCIAL
INFORMATION AND OTHER MATTERS
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ORDINARILY COVERED BY ACCOUNTANTS' "COMFORT LETTERS" TO UNDERWRITERS IN
CONNECTION WITH REGISTERED PUBLIC OFFERINGS (THE FIRST SUCH LETTER, THE "INITIAL
COMFORT LETTER") AND (III) UPDATING THE INITIAL COMFORT LETTER WITH ANY
INFORMATION THAT WOULD HAVE BEEN INCLUDED IN THE INITIAL COMFORT LETTER HAD IT
BEEN GIVEN ON SUCH DATE AND MODIFIED AS NECESSARY TO RELATE TO THE REGISTRATION
STATEMENT AND THE PROSPECTUS, AS AMENDED AND SUPPLEMENTED TO THE DATE OF SUCH
LETTER.
(P) NO PRICE STABILIZATION OR MANIPULATION. DURING THE PENDENCY OF ANY PLACEMENT
NOTICE HEREUNDER, THE COMPANY WILL NOT, AND WILL USE ITS BEST EFFORTS TO CAUSE
ITS OFFICERS, DIRECTORS AND AFFILIATES NOT TO, (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) SELL, BID FOR, PURCHASE OR PAY ANYONE ANY COMPENSATION
FOR SOLICITING PURCHASES OF THE SHARES OTHER THAN ML&CO, OR (III) PAY OR AGREE
TO PAY TO ANY PERSON (OTHER THAN ML&CO) ANY COMPENSATION FOR SOLICITING ANY
ORDER TO PURCHASE ANY OTHER SECURITIES OF THE COMPANY.
(Q) REIT TREATMENT. THE COMPANY WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO
CONTINUE TO MEET THE REQUIREMENTS FOR QUALIFICATION AND TAXATION AS A REIT UNDER
THE CODE FOR SUBSEQUENT TAX YEARS THAT INCLUDE ANY PORTION OF THE TERM OF THIS
AGREEMENT.
(R) COMPANY NOT AN "INVESTMENT COMPANY."
THE COMPANY IS FAMILIAR WITH THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND THE RULES AND REGULATIONS
THEREUNDER, AND WILL IN THE FUTURE CONDUCT ITS AND THE OPERATING PARTNERSHIP'S
AFFAIRS, IN SUCH A MANNER AND WILL USE ITS COMMERCIALLY REASONABLE BEST EFFORTS
TO ENSURE THAT THE COMPANY AND THE OPERATING PARTNERSHIP WILL NOT BE AN
"INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940
AND THE RULES AND REGULATIONS THEREUNDER.
(S) ML&CO PURCHASES. THE COMPANY ACKNOWLEDGES AND AGREES THAT ML&CO HAS INFORMED
THE COMPANY THAT ML&CO MAY, TO THE EXTENT PERMITTED UNDER THE SECURITIES ACT AND
THE EXCHANGE ACT, PURCHASE AND SELL SHARES OF COMMON STOCK FOR ITS OWN ACCOUNT
WHILE THIS AGREEMENT IS IN EFFECT, PROVIDED, THAT (I) NO SUCH PURCHASE OR SALES
SHALL TAKE PLACE WHILE A PLACEMENT NOTICE IS IN EFFECT (EXCEPT TO THE EXTENT
ML&CO MAY ENGAGE IN SALES OF PLACEMENT SHARES PURCHASED OR DEEMED PURCHASED FROM
THE COMPANY AS A "RISKLESS PRINCIPAL" OR IN A SIMILAR CAPACITY) AND (II) THE
COMPANY SHALL NOT BE DEEMED TO HAVE AUTHORIZED OR CONSENTED TO ANY SUCH