DATE OF SUCH CERTIFICATE (THE "CERTIFICATE DATE"), (II) THE COMPANY HAS
PERFORMED OR SHALL PERFORM SUCH OF ITS OBLIGATIONS UNDER THIS AGREEMENT AS ARE
TO BE PERFORMED AT OR BEFORE EACH SUCH CERTIFICATE DATE, AND (III) THE
CONDITIONS SET FORTH IN PARAGRAPHS (A) AND (B) OF THIS SECTION 4 HAVE BEEN MET;
PROVIDED THAT IF SINCE THE DATE OF THE LAST CERTIFICATE SO FURNISHED
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SHARES HAVING AN AGGREGATE OFFERING PRICE EQUAL TO OR IN EXCESS OF THE
SUBSEQUENT DELIVERY THRESHOLD SHALL HAVE BEEN SOLD THROUGH THE MANAGER, THE
COMPANY SHALL FORTHWITH FURNISH OR CAUSE TO BE FURNISHED TO THE MANAGER THE
CERTIFICATE REQUIRED BY THIS SECTION 4(E) DATED THE FIRST DATE AS OF WHICH
SHARES SHALL HAVE BEEN SOLD IN AN AMOUNT EQUAL TO OR IN EXCESS OF THE SUBSEQUENT
DELIVERY THRESHOLD.
(F)
ON THE DATE HEREOF, THE MANAGER SHALL HAVE RECEIVED THE OPINION
OF SIDLEY AUSTIN LLP DATED THE DATE HEREOF AND ADDRESSED TO THE MANAGER IN FORM
AND SUBSTANCE SATISFACTORY TO THE MANAGER.
(G)
ALL FILINGS WITH THE COMMISSION REQUIRED BY RULE 424 OF THE 1933
ACT REGULATIONS TO HAVE BEEN FILED BY EACH APPLICABLE TIME OR RELATED SETTLEMENT
DATE, AS THE CASE MAY BE, SHALL HAVE BEEN MADE WITHIN THE APPLICABLE TIME PERIOD
PRESCRIBED FOR SUCH FILING BY RULE 424 (WITHOUT RELIANCE ON RULE 424(B)(8)).
(H)
THE SETTLEMENT SHARES SHALL HAVE BEEN APPROVED FOR LISTING ON THE
NYSE, SUBJECT TO OFFICIAL NOTICE OF ISSUANCE.
(I)
THE COMPANY SHALL HAVE FURNISHED TO THE MANAGER SUCH OTHER
DOCUMENTS AND CERTIFICATES AS TO THE ACCURACY AND COMPLETENESS OF ANY STATEMENT
IN THE REGISTRATION STATEMENT, THE PROSPECTUS AND THE GENERAL DISCLOSURE PACKAGE
AS OF EACH SETTLEMENT DATE AS THE MANAGER MAY REASONABLY REQUEST.
(J)
THE COMPANY SHALL HAVE PAID THE REQUIRED COMMISSION FILING FEES
RELATING TO THE SHARES WITHIN THE TIME PERIOD REQUIRED BY RULE 456(B)(1)(I) OF
THE 1933 ACT REGULATIONS WITHOUT REGARD TO THE PROVISO THEREIN AND OTHERWISE IN
ACCORDANCE WITH RULES 456(B) AND 457(R) OF THE 1933 ACT REGULATIONS AND, IF
APPLICABLE, SHALL HAVE UPDATED THE "CALCULATION OF REGISTRATION FEE" TABLE IN
ACCORDANCE WITH RULE 456(B)(1)(II) EITHER IN A POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT OR ON THE COVER PAGE OF A PROSPECTUS FILED PURSUANT TO
RULE 424(B).
(K)
FINRA SHALL NOT HAVE RAISED ANY OBJECTION WITH RESPECT TO THE
FAIRNESS AND REASONABLENESS OF THE TERMS AND ARRANGEMENTS UNDER THIS AGREEMENT.
(L)
NO AMENDMENT OR SUPPLEMENT TO THE REGISTRATION STATEMENT OR
PROSPECTUS, INCLUDING DOCUMENTS DEEMED TO BE INCORPORATED BY REFERENCE THEREIN,
SHALL BE FILED TO WHICH THE MANAGER OBJECTS IN WRITING.
(M)
BETWEEN THE TIME OF EXECUTION OF THIS AGREEMENT AND THE TIME OF
SALE OF SHARES THROUGH THE MANAGER, AS THE CASE MAY BE, THERE SHALL NOT HAVE
OCCURRED ANY DOWNGRADING, NOR SHALL ANY NOTICE OR ANNOUNCEMENT HAVE BEEN GIVEN
OR MADE OF (I) ANY INTENDED OR POTENTIAL DOWNGRADING OR (II) ANY REVIEW OR
POSSIBLE CHANGE THAT DOES NOT INDICATE AN IMPROVEMENT, IN THE RATING ACCORDED
ANY SECURITIES OF OR GUARANTEED BY THE COMPANY BY ANY