BY THE
COMPANY AND THE MANAGER IS HEREINAFTER REFERRED TO AS A "PERMITTED FREE WRITING
PROSPECTUS."
THE COMPANY REPRESENTS THAT IT HAS TREATED OR AGREES THAT IT WILL
TREAT EACH PERMITTED FREE WRITING PROSPECTUS AS AN "ISSUER FREE WRITING
PROSPECTUS," AS DEFINED IN RULE 433, AND HAS COMPLIED AND WILL COMPLY WITH THE
REQUIREMENTS OF RULE 433 APPLICABLE TO ANY PERMITTED FREE WRITING PROSPECTUS,
INCLUDING TIMELY FILING WITH THE COMMISSION WHERE REQUIRED, LEGENDING AND RECORD
KEEPING.
SECTION 4.
CONDITIONS OF MANAGER'S OBLIGATIONS.
THE OBLIGATIONS OF THE MANAGER
HEREUNDER ARE SUBJECT TO (I) THE ACCURACY OF THE REPRESENTATIONS AND WARRANTIES
ON THE PART OF THE COMPANY ON THE DATE HEREOF, ANY APPLICABLE DATE REFERRED TO
IN SECTION 3(L), EACH FILING DATE, EACH APPLICABLE TIME AND EACH SETTLEMENT
DATE, (II) THE PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS HEREUNDER AND
(III) THE FOLLOWING ADDITIONAL CONDITIONS PRECEDENT:
(A)
(I) NO STOP ORDER WITH RESPECT TO THE EFFECTIVENESS OF ANY ONE OF
THE REGISTRATION STATEMENT SHALL HAVE BEEN ISSUED UNDER THE 1933 ACT OR THE 1933
ACT REGULATIONS OR PROCEEDINGS INITIATED UNDER SECTION 8(D) OR 8(E) OF THE 1933
ACT AND NO ORDER DIRECTED AT ANY DOCUMENT INCORPORATED BY REFERENCE THEREIN AND
NO ORDER PREVENTING OR SUSPENDING THE USE OF THE PROSPECTUS HAS BEEN ISSUED BY
THE COMMISSION, AND NO SUSPENSION OF THE QUALIFICATION OF THE SHARES FOR
OFFERING OR SALE IN ANY JURISDICTION, OR TO THE KNOWLEDGE OF THE COMPANY OR THE
MANAGER OF THE INITIATION OR THREATENING OF ANY PROCEEDINGS FOR ANY OF SUCH
PURPOSES, HAS OCCURRED; (II) THE REGISTRATION STATEMENT AND ALL AMENDMENTS
THERETO, OR MODIFICATIONS THEREOF, IF ANY, SHALL 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; (III) THE
PROSPECTUS AND ALL AMENDMENTS OR SUPPLEMENTS THERETO, OR MODIFICATIONS THEREOF,
IF ANY, AND THE GENERAL DISCLOSURE PACKAGE SHALL 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, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT MISLEADING, (IV) THE COMPANY SHALL
HAVE FILED THE PROSPECTUS, AND ANY AMENDMENTS AND SUPPLEMENTS THERETO, WITH THE
COMMISSION (INCLUDING THE INFORMATION REQUIRED BY RULE 430B) IN THE MANNER AND
WITHIN THE TIME PERIOD REQUIRED BY THE 1933 ACT AND THE 1933 ACT REGULATIONS,
AND ANY POST-EFFECTIVE AMENDMENT THERETO CONTAINING THE INFORMATION REQUIRED BY
RULE 430B SHALL HAVE BECOME EFFECTIVE, AND (V)
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ALL MATERIAL REQUIRED TO BE FILED BY THE COMPANY PURSUANT TO RULE 433(D) SHALL
HAVE BEEN FILED WITH THE COMMISSION WITHIN THE APPLICABLE TIME PERIODS
PRESCRIBED FOR SUCH FILINGS UNDER RULE 433.
(B)
IN THE JUDGMENT OF THE MANAGER, THERE SHALL NOT HAVE OCCURRED ANY
MATERIAL ADVERSE EFFECT.
(C)
THE COMPANY SHALL FURNISH OR CAUSE TO BE FURNISHED TO THE MANAGER,
(I) UPON COMMENCEMENT OF THE OFFERING OF SHARES UNDER THIS AGREEMENT, (II) ON
EVERY DATE SPECIFIED IN