THE PLACEMENT AGENTS AND THE PURCHASER AS FOLLOWS:
7.1.
COMPLIANCE WITH REPRESENTATIONS AND WARRANTIES. DURING THE PERIOD
FROM THE DATE OF THIS AGREEMENT TO THE CLOSING DATE, THE OFFERORS SHALL USE
THEIR BEST EFFORTS AND TAKE ALL ACTION NECESSARY OR APPROPRIATE TO CAUSE THEIR
REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 5 HEREOF TO BE TRUE AS OF
THE CLOSING DATE, AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, AS IF MADE ON AND AS OF THE CLOSING DATE.
7.2.
SALE AND REGISTRATION OF SECURITIES. THE OFFERORS AND THEIR
AFFILIATES SHALL NOT NOR SHALL ANY OF THEM PERMIT ANY PERSON ACTING ON THEIR
BEHALF (OTHER THAN THE PLACEMENT AGENTS), TO DIRECTLY OR INDIRECTLY (I) SELL,
OFFER FOR SALE OR SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT OF ANY
SECURITY (AS DEFINED IN THE SECURITIES ACT) THAT WOULD OR COULD BE INTEGRATED
WITH THE SALE OF THE CAPITAL SECURITIES IN A MANNER THAT WOULD REQUIRE THE
REGISTRATION UNDER THE SECURITIES ACT OF THE SECURITIES OR (II) MAKE OFFERS OR
SALES OF ANY SUCH SECURITY, OR SOLICIT OFFERS TO BUY ANY SUCH SECURITY, UNDER
CIRCUMSTANCES THAT WOULD REQUIRE THE REGISTRATION OF ANY OF SUCH SECURITIES
UNDER THE SECURITIES ACT.
7.3.
USE OF PROCEEDS. THE TRUST SHALL USE THE PROCEEDS FROM THE SALE OF
THE CAPITAL SECURITIES AND THE COMMON SECURITIES TO PURCHASE THE DEBENTURES FROM
THE COMPANY.
7.4.
INVESTMENT COMPANY. THE OFFERORS SHALL NOT ENGAGE, OR PERMIT ANY
SUBSIDIARY TO ENGAGE, IN ANY ACTIVITY WHICH WOULD CAUSE IT OR ANY SUBSIDIARY TO
BE AN "INVESTMENT COMPANY" UNDER THE PROVISIONS OF THE INVESTMENT COMPANY ACT.
7.5.
REIMBURSEMENT OF EXPENSES. IF THE SALE OF THE CAPITAL SECURITIES
PROVIDED FOR HEREIN IS NOT CONSUMMATED (I) BECAUSE ANY CONDITION SET FORTH IN
SECTION 3 HEREOF IS NOT SATISFIED, OR (II) BECAUSE OF ANY REFUSAL, INABILITY OR
FAILURE ON THE PART OF THE COMPANY OR THE TRUST TO PERFORM ANY AGREEMENT HEREIN
OR COMPLY WITH ANY PROVISION HEREOF OTHER THAN BY REASON OF A BREACH BY THE
PLACEMENT AGENTS, THE COMPANY SHALL REIMBURSE THE PLACEMENT AGENTS UPON DEMAND
FOR ALL OF THEIR PRO RATA SHARE OF OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE
FEES AND DISBURSEMENTS OF COUNSEL) IN AN AMOUNT NOT TO EXCEED $50,000.00 THAT
SHALL HAVE BEEN INCURRED BY THEM IN CONNECTION WITH THE PROPOSED PURCHASE AND
SALE OF THE CAPITAL SECURITIES.
NOTWITHSTANDING THE FOREGOING, THE COMPANY
SHALL HAVE NO OBLIGATION TO REIMBURSE THE PLACEMENT AGENTS FOR THEIR
OUT-OF-POCKET EXPENSES IF THE SALE OF THE CAPITAL SECURITIES FAILS TO OCCUR
BECAUSE THE PLACEMENT AGENTS FAIL TO FULFILL A CONDITION SET FORTH IN SECTION 4.
7.6.
SOLICITATION AND ADVERTISING. IN CONNECTION WITH ANY OFFER OR SALE
OF ANY OF THE SECURITIES, THE OFFERORS SHALL NOT, NOR SHALL EITHER OF THEM
PERMIT ANY OF THEIR AFFILIATES OR ANY PERSON ACTING ON THEIR BEHALF, OTHER THAN
THE PLACEMENT AGENTS, TO ENGAGE IN ANY FORM OF GENERAL SOLICITATION OR GENERAL
ADVERTISING (AS DEFINED IN REGULATION D).
7.7.
COMPLIANCE WITH RULE 144A(D)(4) UNDER THE SECURITIES ACT. SO LONG
AS ANY