THE
ACCURACY OF THE REPRESENTATIONS AND WARRANTIES ON THE PART OF THE COMPANY HEREIN
ON THE DATE HEREOF AND AT THE TIME OF EXECUTION OF SUCH TERMS AGREEMENT AND ON
THE CLOSING DATE, TO THE ACCURACY OF THE STATEMENTS OF COMPANY OFFICERS MADE
PURSUANT TO THE PROVISIONS HEREOF, TO THE PERFORMANCE BY THE COMPANY OF ITS
OBLIGATIONS HEREUNDER AND TO THE FOLLOWING ADDITIONAL CONDITIONS PRECEDENT:
(A)
THE PROSPECTUS SHALL HAVE BEEN FILED WITH THE COMMISSION IN
ACCORDANCE WITH THE RULES AND REGULATIONS AND SECTION 4(A) OF THIS AGREEMENT.
THE REGISTRATION STATEMENT SHALL HAVE BECOME EFFECTIVE UNDER THE ACT AND NO STOP
ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OR OF ANY PART
THEREOF SHALL HAVE BEEN ISSUED AND NO PROCEEDINGS FOR THAT
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PURPOSE SHALL HAVE BEEN INSTITUTED OR, TO THE KNOWLEDGE OF THE COMPANY OR ANY
UNDERWRITER, SHALL BE CONTEMPLATED BY THE COMMISSION.
(B)
SUBSEQUENT TO THE EXECUTION OF THE TERMS AGREEMENT, THERE SHALL
NOT HAVE OCCURRED (I) ANY CHANGE, OR ANY DEVELOPMENT INVOLVING A PROSPECTIVE
CHANGE, IN OR AFFECTING PARTICULARLY THE PROPERTIES, ASSETS, OPERATIONS,
BUSINESS OR CONDITION (FINANCIAL OR OTHERWISE) OF THE COMPANY OR ITS
SUBSIDIARIES WHICH, IN THE JUDGMENT OF THE REPRESENTATIVES, IS SO MATERIAL AND
ADVERSE AS TO MAKE IT IMPRACTICAL OR INADVISABLE TO PROCEED WITH THE OFFERING OR
THE DELIVERY OF THE SECURITIES OR THE REGISTERED SECURITIES AS CONTEMPLATED BY
THE REGISTRATION STATEMENT AND THE PROSPECTUS; (II) ANY DOWNGRADING IN (OR
WITHDRAWAL OF) THE RATING OF ANY DEBT SECURITIES OF THE COMPANY BY STANDARD &
POOR'S CORPORATION OR MOODY'S INVESTORS SERVICE, INC., OR ANY PUBLIC
ANNOUNCEMENT THAT EITHER SUCH ORGANIZATION HAS UNDER SURVEILLANCE OR REVIEW ITS
RATING OF ANY DEBT SECURITIES OF THE COMPANY (OTHER THAN AN ANNOUNCEMENT WITH
POSITIVE IMPLICATIONS OF A POSSIBLE UPGRADING, AND NO IMPLICATION OF A POSSIBLE
DOWNGRADING, OF SUCH RATING); (III) ANY SUSPENSION OR LIMITATION OF TRADING IN
SECURITIES GENERALLY ON THE NEW YORK STOCK EXCHANGE, OR ANY SETTING OF MINIMUM
PRICES OR TRADING ON SUCH EXCHANGE, OR ANY SUSPENSION OF TRADING OF ANY
SECURITIES OF THE COMPANY ON ANY EXCHANGE OR IN THE OVER-THE-COUNTER MARKET;
(IV) ANY BANKING MORATORIUM DECLARED BY FEDERAL OR NEW YORK AUTHORITIES OR A
MATERIAL DISRUPTION IN COMMERCIAL BANKING OR SECURITIES SETTLEMENT OR CLEARANCE
SERVICES; OR (V) A MATERIAL ADVERSE CHANGE IN THE FINANCIAL MARKETS IN THE
UNITED STATES OR IN THE INTERNATIONAL FINANCIAL MARKETS, OR ANY OUTBREAK OR
ESCALATION OF MAJOR HOSTILITIES IN WHICH THE UNITED STATES IS INVOLVED, ANY
DECLARATION OF WAR BY CONGRESS OR ANY OTHER SUBSTANTIAL NATIONAL OR
INTERNATIONAL CALAMITY OR EMERGENCY IF, IN THE JUDGMENT OF THE REPRESENTATIVES,
THE EFFECT OF ANY SUCH OUTBREAK, ESCALATION, DECLARATION, CALAMITY OR EMERGENCY
MAKES IT IMPRACTICAL OR INADVISABLE TO PROCEED WITH COMPLETION OF THE SALE OF
AND PAYMENT FOR THE SECURITIES.
(C)
THE UNDERWRITERS SHALL HAVE RECEIVED AN OPINION, DATED THE CLOSING
DATE, OF BRIGGS AND MORGAN, PROFESSIONAL ASSOCIATION, COUNSEL FOR THE COMPANY,
TO THE EFFECT THAT:
(I)
THE COMPANY HAS BEEN DULY INCORPORATED AND IS AN EXISTING
CORPORATION IN GOOD STANDING