THE COMPANY
ON, OR PRIOR TO, THE SETTLEMENT DATE. THE COMPANY AGREES THAT IF THE COMPANY
DEFAULTS IN ITS OBLIGATION TO DELIVER PLACEMENT SHARES ON A SETTLEMENT DATE, THE
COMPANY AGREES THAT IN ADDITION TO AND IN NO WAY LIMITING THE RIGHTS AND
OBLIGATIONS SET FORTH IN SECTION 9(A) (INDEMNIFICATION AND CONTRIBUTION) HERETO,
IT WILL (I) HOLD CF&CO HARMLESS AGAINST ANY LOSS, CLAIM, DAMAGE, OR EXPENSE
(INCLUDING REASONABLE OUT-OF-POCKET FEES AND EXPENSES OF EXTERNAL COUNSEL), AS
INCURRED, ARISING OUT OF OR IN CONNECTION WITH SUCH DEFAULT BY THE COMPANY AND
(II) PAY TO CF&CO ANY COMMISSION, DISCOUNT, OR OTHER COMPENSATION TO WHICH IT
WOULD OTHERWISE HAVE BEEN ENTITLED ABSENT SUCH DEFAULT.
6. REPRESENTATIONS AND WARRANTIES.
(A) THE COMPANY AND THE OPERATING PARTNERSHIP EACH SEVERALLY REPRESENTS AND
WARRANTS TO, AND AGREES WITH, CF&CO THAT AS OF THE DATE OF THIS AGREEMENT AND AS
OF EACH REPRESENTATION DATE (AS DEFINED IN SECTION 7(M) BELOW) ON WHICH A
CERTIFICATE IS REQUIRED TO BE DELIVERED PURSUANT TO SECTION 7(M) OF THIS
AGREEMENT AND AS OF EACH APPLICABLE TIME, AS THE CASE MAY BE:
(1)
REGISTRATION STATEMENT AND PROSPECTUS. THE
COMPANY MEETS THE REQUIREMENTS FOR USE OF FORM S-3 UNDER THE SECURITIES ACT. THE
REGISTRATION STATEMENT HAS BEEN FILED WITH THE COMMISSION AND HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT. THE REGISTRATION STATEMENT OR PROSPECTUS HAS
NAMED CF&CO AS AN UNDERWRITER, ACTING AS PRINCIPAL AND/OR AGENT THAT THE COMPANY
MIGHT ENGAGE IN THE SECTION ENTITLED "PLAN OF DISTRIBUTION."
THE COMPANY HAS
NOT RECEIVED, AND HAS NO NOTICE OF, ANY ORDER OF THE COMMISSION PREVENTING OR
SUSPENDING THE USE OF THE REGISTRATION STATEMENT, OR THREATENING OR INSTITUTING
PROCEEDINGS FOR THAT PURPOSE. COPIES OF THE REGISTRATION STATEMENT, THE
PROSPECTUS, AND ANY SUCH AMENDMENTS OR SUPPLEMENTS AND ALL DOCUMENTS
INCORPORATED BY
4
REFERENCE THEREIN THAT WERE FILED WITH THE COMMISSION ON OR PRIOR TO THE DATE OF
THIS AGREEMENT HAVE BEEN DELIVERED, OR MADE AVAILABLE THROUGH EDGAR, TO CF&CO
AND THEIR COUNSEL. THE COMPANY HAS NOT DISTRIBUTED AND WILL NOT DISTRIBUTE ANY
OFFERING MATERIAL IN CONNECTION WITH THE OFFERING OR SALE OF THE PLACEMENT
SHARES OTHER THAN THE REGISTRATION STATEMENT OR THE PROSPECTUS. THE COMMON STOCK
IS CURRENTLY LISTED ON THE EXCHANGE UNDER THE TRADING SYMBOL "GKK."
(2)
NO MISSTATEMENT OR OMISSION. THE
REGISTRATION STATEMENT, AT EACH DEEMED EFFECTIVE DATE WITH RESPECT TO CF&CO
PURSUANT TO RULE 430B(F)(2) OF THE SECURITIES ACT WILL COMPLY IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT AND DID NOT, OR WILL NOT,
CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING. THE PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO, ON THE DATE
THEREOF AT EACH APPLICABLE TIME AND AT SETTLEMENT DATE, DID NOT OR WILL NOT
INCLUDE AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE,