LETTER REQUIRED TO BE DELIVERED PURSUANT SECTION 7(O) ON OR
BEFORE THE DATE ON WHICH SUCH DELIVERY OF SUCH OPINION IS REQUIRED PURSUANT TO
SECTION 7(O).
(G)
REPRESENTATION CERTIFICATE.
AGENTS SHALL
HAVE RECEIVED THE CERTIFICATE REQUIRED TO BE DELIVERED PURSUANT TO
SECTION 7(M) ON OR BEFORE THE DATE ON WHICH DELIVERY OF SUCH CERTIFICATE IS
REQUIRED PURSUANT TO SECTION 7(M).
(H)
NO SUSPENSION.
TRADING IN THE SHARES SHALL
NOT HAVE BEEN SUSPENDED ON THE EXCHANGE.
(I)
OTHER MATERIALS.
ON EACH DATE ON WHICH
THE COMPANY IS REQUIRED TO DELIVER A CERTIFICATE PURSUANT TO SECTION 7(M), THE
COMPANY SHALL HAVE FURNISHED TO AGENTS SUCH APPROPRIATE FURTHER INFORMATION,
CERTIFICATES AND DOCUMENTS AS AGENTS MAY REASONABLY REQUEST.
ALL SUCH OPINIONS,
CERTIFICATES, LETTERS AND OTHER DOCUMENTS WILL BE IN COMPLIANCE WITH THE
PROVISIONS HEREOF.
THE COMPANY WILL FURNISH AGENTS WITH SUCH CONFORMED COPIES
OF SUCH OPINIONS, CERTIFICATES, LETTERS AND OTHER DOCUMENTS AS AGENTS SHALL
REASONABLY REQUEST.
(J)
SECURITIES ACT FILINGS MADE.
ALL FILINGS
WITH THE COMMISSION REQUIRED BY RULE 424 UNDER THE SECURITIES ACT TO HAVE BEEN
FILED PRIOR TO THE ISSUANCE OF ANY PLACEMENT NOTICE HEREUNDER SHALL HAVE BEEN
MADE WITHIN THE APPLICABLE TIME PERIOD PRESCRIBED FOR SUCH FILING BY RULE 424.
(K)
APPROVAL FOR LISTING.
THE PLACEMENT SHARES
SHALL EITHER HAVE BEEN APPROVED FOR LISTING ON THE EXCHANGE, SUBJECT ONLY TO
NOTICE OF ISSUANCE, OR THE COMPANY SHALL HAVE FILED AN APPLICATION FOR LISTING
OF THE PLACEMENT SHARES ON THE EXCHANGE AT, OR PRIOR TO, THE ISSUANCE OF ANY
PLACEMENT NOTICE.
(L)
NO TERMINATION EVENT.
THERE SHALL NOT
HAVE OCCURRED ANY EVENT THAT WOULD PERMIT EITHER AGENT TO TERMINATE THIS
AGREEMENT PURSUANT TO SECTION 12(A).
23
10.
INDEMNIFICATION AND CONTRIBUTION.
(A)
COMPANY INDEMNIFICATION.
THE COMPANY AGREES
TO INDEMNIFY AND HOLD HARMLESS EACH AGENT, THE RESPECTIVE DIRECTORS, OFFICERS,
PARTNERS, EMPLOYEES AND AGENTS OF EACH AGENT AND EACH PERSON, IF ANY, WHO
(I) CONTROLS EITHER AGENT WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT
OR SECTION 20 OF THE EXCHANGE ACT, OR (II) IS CONTROLLED BY OR IS UNDER COMMON
CONTROL WITH EITHER AGENT FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS,
LIABILITIES, EXPENSES AND DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY AND ALL
REASONABLE INVESTIGATIVE, LEGAL AND OTHER EXPENSES INCURRED IN CONNECTION WITH,
AND ANY AND ALL AMOUNTS PAID IN SETTLEMENT (IN ACCORDANCE WITH SECTION 10(C))
OF, ANY ACTION, SUIT OR PROCEEDING BETWEEN ANY OF THE INDEMNIFIED PARTIES AND
ANY INDEMNIFYING PARTIES OR BETWEEN ANY INDEMNIFIED PARTY AND ANY THIRD PARTY,
OR OTHERWISE, OR ANY CLAIM ASSERTED), AS AND WHEN INCURRED, TO WHICH SUCH AGENT,
OR ANY SUCH PERSON, MAY BECOME SUBJECT UNDER THE SECURITIES ACT, THE EXCHANGE
ACT OR OTHER FEDERAL OR STATE STATUTORY LAW OR REGULATION, AT COMMON LAW OR
OTHERWISE, INSOFAR AS SUCH LOSSES, CLAIMS, LIABILITIES, EXPENSES OR DAMAGES
ARISE OUT OF OR ARE BASED, DIRECTLY OR INDIRECTLY, ON (I) ANY UNTRUE STATEMENT
OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN THE REGISTRATION
STATEMENT OR THE PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT TO THE REGISTRATION