CF&CO WITHIN A REASONABLE PERIOD OF TIME BEFORE THE FILING AND
CF&CO HAS NOT REASONABLY OBJECTED THERETO (PROVIDED, HOWEVER, THAT THE FAILURE
OF CF&CO TO MAKE SUCH OBJECTION SHALL NOT RELIEVE THE COMPANY OF ANY OBLIGATION
OR LIABILITY HEREUNDER, OR AFFECT CF&CO'S RIGHT TO RELY ON THE REPRESENTATIONS
AND WARRANTIES MADE BY THE COMPANY IN THIS AGREEMENT) AND THE COMPANY WILL
FURNISH TO CF&CO AT THE TIME OF FILING THEREOF A COPY OF ANY DOCUMENT THAT UPON
FILING IS DEEMED TO BE INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT
OR PROSPECTUS, EXCEPT FOR THOSE DOCUMENTS AVAILABLE VIA EDGAR; AND (IV) THE
COMPANY WILL PROMPTLY EFFECT THE FILING OR CAUSE EACH AMENDMENT OR SUPPLEMENT TO
THE PROSPECTUS TO BE FILED WITH THE COMMISSION AS REQUIRED PURSUANT TO THE
APPLICABLE PARAGRAPH OF RULE 424(B) OF THE SECURITIES ACT OR, IN THE CASE OF ANY
DOCUMENT TO BE INCORPORATED THEREIN BY REFERENCE, TO BE FILED WITH THE
COMMISSION AS REQUIRED PURSUANT TO THE EXCHANGE ACT, WITHIN THE TIME PERIOD
PRESCRIBED (THE DETERMINATION TO FILE OR NOT FILE ANY AMENDMENT OR SUPPLEMENT
WITH THE COMMISSION UNDER THIS SECTION 7(A), BASED ON THE COMPANY'S REASONABLE
OPINION OR REASONABLE OBJECTIONS, SHALL BE MADE EXCLUSIVELY BY THE COMPANY).
(B) NOTICE OF COMMISSION STOP ORDERS. THE COMPANY WILL ADVISE CF&CO, PROMPTLY
AFTER IT RECEIVES NOTICE OR OBTAINS KNOWLEDGE THEREOF, OF THE ISSUANCE BY THE
COMMISSION OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT, OF THE SUSPENSION OF THE QUALIFICATION OF THE PLACEMENT SHARES FOR
OFFERING OR SALE IN ANY JURISDICTION, OR OF THE INITIATION OR THREATENING OF ANY
PROCEEDING FOR ANY SUCH PURPOSE; AND IT WILL MAKE EVERY REASONABLE EFFORT TO
PREVENT THE ISSUANCE OF ANY STOP ORDER OR TO OBTAIN ITS WITHDRAWAL IF SUCH A
STOP ORDER SHOULD BE ISSUED.
(C) DELIVERY OF PROSPECTUS; SUBSEQUENT CHANGES. DURING ANY PERIOD IN WHICH A
PROSPECTUS RELATING TO THE PLACEMENT SHARES IS REQUIRED TO BE DELIVERED BY CF&CO
UNDER THE SECURITIES ACT WITH RESPECT TO THE OFFER AND SALE OF THE PLACEMENT
SHARES, (INCLUDING IN CIRCUMSTANCES WHERE SUCH REQUIREMENT MAY BE SATISFIED
PURSUANT TO RULE 172 UNDER THE SECURITIES ACT), THE COMPANY WILL COMPLY WITH ALL
REQUIREMENTS IMPOSED UPON IT BY THE SECURITIES ACT, AS FROM TIME TO TIME IN
FORCE, AND TO FILE ON OR BEFORE THEIR RESPECTIVE DUE DATES ALL REPORTS AND ANY
DEFINITIVE PROXY OR INFORMATION STATEMENTS REQUIRED TO BE FILED BY THE COMPANY
WITH THE COMMISSION UNDER THE EXCHANGE ACT. IF DURING SUCH PERIOD ANY EVENT
OCCURS AS A RESULT OF WHICH THE PROSPECTUS AS THEN AMENDED OR SUPPLEMENTED WOULD
INCLUDE AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES THEN
EXISTING, NOT MISLEADING, OR IF DURING SUCH PERIOD IT IS NECESSARY TO AMEND OR
SUPPLEMENT THE REGISTRATION STATEMENT OR PROSPECTUS TO COMPLY WITH THE
SECURITIES ACT, THE COMPANY WILL PROMPTLY NOTIFY CF&CO TO SUSPEND THE OFFERING
OF PLACEMENT SHARES DURING SUCH PERIOD AND THE COMPANY