TO INSTITUTE, ANY PROCEEDINGS WITH RESPECT TO SUCH AN ORDER. THE
COMPANY HAS COMPLIED WITH EACH REQUEST (IF ANY) FROM THE COMMISSION FOR
ADDITIONAL INFORMATION.
D.
SUBSIDIARIES. THE COMPANY'S OPERATING SUBSIDIARIES HAVE BEEN
DULY INCORPORATED AND ARE VALIDLY EXISTING AS ENTITIES IN GOOD STANDING UNDER
THE LAWS OF JURISDICTIONS OF THEIR RESPECTIVE ORGANIZATION, WITH POWER AND
AUTHORITY TO OWN, LEASE AND OPERATE THEIR RESPECTIVE PROPERTIES AND CONDUCT
THEIR RESPECTIVE BUSINESSES AS DESCRIBED IN THE PRELIMINARY PROSPECTUS, AND HAVE
BEEN DULY QUALIFIED AS FOREIGN CORPORATIONS FOR THE TRANSACTION OF BUSINESS AND
ARE IN GOOD STANDING UNDER THE LAWS OF EACH OTHER JURISDICTIONS IN WHICH THEY
OWN OR LEASE PROPERTIES OR CONDUCT ANY BUSINESS SO AS TO REQUIRE SUCH
QUALIFICATION, EXCEPT WHERE THE FAILURE SO TO QUALIFY OR BE IN GOOD STANDING
WOULD NOT HAVE A MATERIAL ADVERSE CHANGE (AS DEFINED BELOW); ALL OF THE ISSUED
AND OUTSTANDING CAPITAL STOCK (OR OTHER OWNERSHIP INTERESTS) OF SUCH
SUBSIDIARIES HAS BEEN DULY AND VALIDLY AUTHORIZED AND ISSUED, IS FULLY PAID AND
NON-ASSESSABLE AND IS OWNED, DIRECTLY AND INDIRECTLY, BY THE COMPANY FREE AND
CLEAR OF ANY SECURITY INTEREST, MORTGAGE, PLEDGE, LIEN, ENCUMBRANCE, CLAIM OR
EQUITY. UNLESS OTHERWISE SET FORTH, ALL REFERENCES IN THIS SECTION 7 TO THE
"COMPANY" SHALL INCLUDE REFERENCES TO ALL SUCH SUBSIDIARIES.
E.
DISCLOSURES IN REGISTRATION STATEMENT.
I.
COMPLIANCE WITH SECURITIES
ACT AND 10B-5 REPRESENTATION.
(A)
EACH OF THE REGISTRATION STATEMENT AND ANY POST-EFFECTIVE
AMENDMENT THERETO, AT THE TIME IT BECAME EFFECTIVE, COMPLIED IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES ACT
REGULATIONS. THE PRELIMINARY PROSPECTUS AND THE PROSPECTUS, AT THE TIME EACH WAS
OR WILL BE FILED WITH THE COMMISSION, COMPLIED OR WILL COMPLY IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES ACT
REGULATIONS. THE PRELIMINARY PROSPECTUS DELIVERED TO THE PLACEMENT AGENT FOR USE
IN CONNECTION WITH THIS OFFERING AND THE PROSPECTUS WAS OR WILL BE IDENTICAL TO
THE ELECTRONICALLY TRANSMITTED COPIES THEREOF FILED WITH THE COMMISSION PURSUANT
TO EDGAR, EXCEPT TO THE EXTENT PERMITTED BY REGULATION S-T.
(B)
NEITHER THE REGISTRATION STATEMENT NOR ANY AMENDMENT
THERETO, AT ITS EFFECTIVE TIME, AS OF 8:30 A.M. (EASTERN TIME) ON THE DATE OF
THIS AGREEMENT (THE "INITIAL SALE TIME"), AT THE CLOSING DATE, CONTAINED,
CONTAINS OR WILL CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED,
OMITS OR WILL OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING; PROVIDED, HOWEVER, THAT
THIS REPRESENTATION AND WARRANTY SHALL NOT APPLY TO STATEMENTS MADE OR
STATEMENTS OMITTED IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN INFORMATION
FURNISHED TO THE COMPANY WITH RESPECT TO THE PLACEMENT AGENT BY THE PLACEMENT
AGENT EXPRESSLY FOR USE IN THE REGISTRATION STATEMENT OR ANY AMENDMENT THEREOF
OR SUPPLEMENT THERETO. THE PARTIES ACKNOWLEDGE AND AGREE THAT SUCH INFORMATION
PROVIDED BY OR ON BEHALF OF ANY PLACEMENT AGENT CONSISTS SOLELY OF THE FOLLOWING
DISCLOSURE CONTAINED IN THE FOLLOWING PARAGRAPHS IN THE "PLAN OF DISTRIBUTION"
SECTION OF THE PROSPECTUS: