Common use of Obligations and Compensation of Dealer Manager Clause in Contracts

Obligations and Compensation of Dealer Manager. 5.1. The Company hereby appoints the Dealer Manager as its agent and principal distributor during the Offering Period (each defined in Section 5.3) for the purpose of finding, on a best efforts basis, purchasers for the Shares for cash through such securities dealers that the Dealer Manager may retain (individually, a "DEALER", and collectively, the "DEALERS"), all of whom shall be members of the NASD, pursuant to a Selected Dealer Agreement in the form attached to this Agreement as Exhibit A. The Dealer Manager may also arrange for the sale of Shares for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to find purchasers for the Shares on said terms and conditions, commencing as soon as practicable. 5.2. The Dealer Manager agrees to be bound by the terms of (a) the Amended and Restated Escrow Agreement, dated November 10, 2005, as amended and restated as of ________, 2006 among Wachovia Bank, National Association, as escrow agent (the "ESCROW AGENT"), the Dealer Manager and the Company, and (b) the Amended and Restated Escrow Agreement for Pennsylvania Subscribers, dated November 10, 2005, as amended and restated as of _________, 2006 among the Escrow Agent, the Dealer Manager and the Company, in each case as such agreements may be amended from time to time.

Obligations and Compensation of Dealer Manager. 5.1. The Company hereby appoints the Dealer Manager as its agent and principal distributor during the Offering Period (each defined in Section 5.3) for the purpose of finding, on a best efforts basis, purchasers for the Shares for cash through such securities dealers that the Dealer Manager may retain (individually, a "DEALER", and collectively, the "DEALERS"), all of whom shall be members of the NASD, pursuant to a Selected Dealer Agreement in the form attached to this Agreement as Exhibit A. The Dealer Manager may also arrange for the sale of Shares for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to find purchasers for the Shares on said terms and conditions, commencing as soon as practicable. 5.2. The Dealer Manager agrees to be bound by the terms of (a) the Amended and Restated Escrow Agreement, dated November 10, 2005, as amended and restated as of ________, 2006 among Wachovia Bank, U.S. Bank National Association, as escrow agent (the "ESCROW AGENT"), the Dealer Manager and the Company, and (b) the Amended and Restated Escrow Agreement for Pennsylvania Subscribers, dated November 10, 2005, as amended and restated as of _________, 2006 among the Escrow Agent, the Dealer Manager and the Company, in each case as such agreements may be amended from time to time.