EXHIBIT 1
GEN-NET LEASE INCOME TRUST, INC.
SELECTED DEALER AGREEMENT
_______________, 2001
_____________________________
_____________________________
_____________________________
Dear Sirs:
Gen-Net Lease Income Trust, Inc., a Michigan corporation (the "Company")
proposes to issue and sell up to $2,500,000 of shares of common stock (the
"Shares") in a public offering registered with the Securities and Exchange
Commission ("SEC"). Such Shares are to be sold for cash for $10.00 each and the
minimum purchase by any one person shall be one (1) Share. In connection
therewith, the Company hereby agrees with you (the "Selected Dealer") as
follows:
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to the Selected Dealer that:
1.1 A Registration Statement (File No. ______________) with respect to the
Company has been prepared by the Company in accordance with applicable
requirements of the Securities Act of 1933 as amended (the "Securities Act"),
and the applicable rules and regulations of the SEC thereunder (the "Rules and
Regulations") covering the Shares. Said Registration Statement includes a final
prospectus filed with the SEC on ____________________, 2001 and was declared
effective by the SEC on ____________________, 2001. Copies of such Registration
Statement and each amendment thereto, and copies of the final prospectus
included in such Registration Statement and any supplement, have been or will be
delivered to the Selected Dealer. (The registration statement and the prospectus
included therein at such date as finally amended and revised at the effective
date of the registration statement are hereinafter referred to, respectively, as
the "Registration Statement" and the "Prospectus", except that if the prospectus
first filed by the Company pursuant to Rule 424(b) under the Securities Act
shall differ from the
Prospectus, the term "Prospectus" shall also include the prospectus filed
pursuant to Rule 424(b)).
1.2 The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Michigan with
corporate power and authority to own its properties and conduct its business as
described in the Prospectus. The authorized and outstanding capital stock and
the financial position of the Company is as set forth in the Prospectus as of
the dates stated therein, and there has been no material adverse change therein
since such dates.
1.3 The Company intends to use the funds received from the sale of the
Shares as set forth in the Prospectus.
1.4 The Registration Statement and Prospectus comply or will comply with
the Securities Act and the Rules and Regulations and do not and will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein not misleading; provided, however, that the foregoing provisions of this
Section 1.4 do not extend to such statements contained in or omitted from the
Registration Statement or Prospectus as are primarily within the knowledge of
the Selected Dealer and are based upon information furnished by the Selected
Dealer in writing to the Company specifically for inclusion therein.
1.5 No consent, approval, authorization or other order of any governmental
authority is required in connection with the execution or delivery by the
Company of this Agreement or the issuance and sale by the Company of the Shares,
except such as may be required under the Securities Act or state securities
laws.
1.6 There are no actions, suits or proceedings pending, or to the knowledge
of the Company, threatened against the Company or any of its property, at law or
in equity or before or by any federal or state commission, regulatory body or
administrative agency or other governmental body, domestic or foreign, which
will have a material adverse effect on the business or property of the Company.
1.7 The execution and delivery of this Agreement, the consummation of the
transactions herein contemplated and compliance with the terms of this Agreement
by the Company will not conflict with, or constitute a default under, any
charter, bylaw, indenture, mortgage, deed of trust, lease or rule or regulation,
writ, injunction or decree of any government, governmental instrumentality or
court, domestic or foreign, having jurisdiction over the Company, or any of its
property, except to the extent that the enforceability of the indemnity or
contribution provisions contained in Section 4 of this Agreement may be limited
under applicable securities laws.
1.8 The Company has full legal right, power and authority to enter into
this Agreement and to perform the transactions contemplated hereby, except to
the extent that
the enforceability of the indemnity or contribution provisions contained in
Section 4 of this Agreement may be limited under applicable securities laws.
1.9 At the time of the issuance of the Shares, the Shares will have been
duly authorized and validly issued, and upon payment therefor, will be fully
paid and nonassessable, and will conform to the description thereof contained in
the Prospectus.
1.10 The financial statements contained in the Registration Statement and
the Prospectus fairly present the financial condition of the Company and the
results of its operations as of the dates and for the periods therein specified;
such financial statements have been prepared in accordance with generally
accepted principles of accounting consistently maintained throughout the period
involved; and Xxxxx & Xxxxxxxxxxx, P.L.L.C. has rendered an opinion on certain
of such financial statements and are independent public accountants within the
meaning of the Securities Act and the Rules and Regulations.
2. COVENANTS OF THE COMPANY.
The Company covenants and agrees with the Selected Dealer that:
2.1 It will, at no expense to the Selected Dealer, furnish to the Selected
Dealer such number of printed copies (in English) of the Registration Statement,
including all amendments and exhibits thereto, as the Selected Dealer may
reasonably request. It will similarly furnish to the Selected Dealer, as many
copies as it may reasonably request of (i) the Prospectus (in English) in final
form and of every form of supplemental or amended prospectus, (ii) this
Agreement, and (iii) any other printed sales literature or other materials
(provided that the use of said sales literature and other materials has been
first approved for use by the Company and all appropriate regulatory agencies)
which the Selected Dealer may reasonably request in connection with the offering
of the Shares.
2.2 It will furnish such proper information and execute and file such
documents as may be necessary to qualify the Shares for offer and sale under the
"blue sky" laws of such jurisdictions as the Selected Dealer may reasonably
designate and will file and make in each year such statements and reports as may
be required under such laws. It will furnish to the Selected Dealer, upon
request, a copy of all documents filed by the Company in connection with any
such qualification.
2.3 It will: (i) use its best efforts to cause the Registration Statement
to become effective; (ii) furnish copies of any proposed amendment or supplement
of the Registration Statement or Prospectus to the Selected Dealer; (iii) file
every amendment or supplement of the Registration Statement or Prospectus that
may be required by the SEC; and (iv) if at any time the SEC shall issue any stop
order suspending the effectiveness of the Registration Statement, use its best
efforts to obtain the lifting of such order at the earliest possible time.
2.4 If at any time when a prospectus relating to the Shares is required to
be delivered under the Securities Act any event occurs as a result of which, in
the opinion of
either the Company or the Selected Dealer, the Prospectus or any other
prospectus then in effect would include an untrue statement of a material fact
or, in view of the circumstances under which they were made, omit to state any
material fact necessary to make any statement therein not misleading, they will
promptly notify the Selected Dealer thereof (unless the information shall have
been received from the Selected Dealer) and will effect the preparation of an
amended or supplemental prospectus which will correct such statement or
omission. The Company will then promptly prepare such amended or supplemental
prospectus or prospectuses as may be necessary to comply with the requirements
of Section 10 of the Securities Act.
3. OBLIGATIONS AND COMPENSATION OF THE SELECTED DEALER.
3.1 The Company hereby appoints the Selected Dealer as its agent and one of
its distributors for the purposes of selling for cash up to _____________ Shares
directly to its clients and customers at the public offering subject to the
terms and conditions stated in the Prospectus. The Selected Dealer shall be a
member of the National Association of Securities Dealers, Inc. ("NASD"). The
Selected Dealer hereby accepts such agency and distributorship and agrees to use
its best efforts to sell the Shares on said terms and conditions. The Selected
Dealer represents to the Company that it is a member of the NASD and that it and
its employees and representatives have all the required licenses, registrations
and approval necessary to act under this Agreement.
3.2 Promptly after the effective date of the Registration Statement, the
Selected Dealer shall commence the offering of the Shares for cash to the public
in jurisdictions in which the Shares are registered or qualified for sale or in
which such offering is otherwise permitted. The Company shall be responsible for
handling, processing and documentation of investor funds. The Selected Dealer
agrees that it will transmit all checks received from investors for Shares,
together with an Order Form as attached to the Prospectus as Exhibit B properly
completed by the investor and the investor's registered representative and all
other investor documentation, to the Company by noon of the business day
following receipt. All checks shall be made payable to "Gen-Net Lease Income
Trust, Inc.". All subscriptions shall be subject to acceptance by the Company.
No subscription agreement will be accepted unless the broker's representation
contained therein has been duly completed by the registered representative
soliciting such subscription. The Selected Dealer will suspend or terminate
offering of the Shares upon request of the Company at any time and will resume
offering the Shares upon subsequent request of the Company.
3.3 Selected Dealer has, or will have, prior to its participation in the
offering, reasonable grounds to believe that all material facts are adequately
and accurately disclosed in the Prospectus and provide a basis for evaluating
the Company, including information relating to items of compensation, properties
acquired to date (if any), tax aspects, financial stability and experience of
the Company, conflicts of interest, risk factors, and pertinent documents and
reports.
3.4 (i) As compensation for the services rendered by the Selected Dealer
and other costs, except bona fide accountable due diligence expenses incurred by
the Selected Dealer in connection with the offer and sale of the Shares which
shall be reimbursed to the Selected Dealer in amount up to _______% of the gross
proceeds with respect to any sale, the Company shall pay to the Selected Dealer
from the gross proceeds of the offering, a selling commission equal to _______%
of the gross proceeds of all Shares sold by the Selected Dealer, and accepted
and confirmed by the Company.
(ii) For purposes of determining the selling commission
payable with respect to subscriptions made by a single purchaser,
certain subscriptions may be combined and the selling commission
apportioned pro rata among the subscriptions. Separate subscriptions by
an individual, his or her spouse, their minor children, trusts
established on behalf of any of them, and a corporation, partnership,
association or similar organized group in which any of the foregoing
hold a controlling interest (provided such entity has been in existence
for at least six months at the time of subscription and was not formed
for the purpose of subscribing) will be treated as submitted by a
single purchase. Moreover, any purchaser (whether an individual, a
corporation, partnership, trust or other entity) that subscribes for
additional interests subsequent to an initial purchase of Shares may
combine all such prior and subsequent subscriptions for the purpose of
computing total selling commissions.
(iii) The following purchasers will be permitted to aggregate
their subscriptions as described below for purposes of the reduced
selling commissions for volume purchases: (a) all profit-sharing
pension and other retirement trusts (other than any self-employed
retirement plan or XXX) and all funds and foundations maintained by a
single corporation, partnership or other entity; (b) all
profit-sharing, pension and other retirement trusts and all funds or
foundations over which a single bank or entity (except an individual,
or an investment adviser registered under the Investment Advisers Act
of 1940) exercises discretionary authority with respect to an
investment in the Company; and (c) all clients of an investment adviser
registered under the Investment Advisers Act of 1940 who have been
advised by such adviser regarding an investment in the Company, and who
are not being charged by such adviser or its affiliates, through the
payment of commissions or otherwise, for the advice rendered by such
adviser in connection with the purchase of interests. No purchaser may
simultaneously combine subscriptions with purchasers in more than one
of the categories (a), (b) and (c).
(iv) In addition to the selling commissions, the Company will
pay nonaccountable expense reimbursement only as set forth in an
exhibit hereto. The selling commissions and any nonaccountable expense
reimbursement are collectively referred to as "Sales Compensation".
(v) The Company will reimburse the Selected Dealer for bona
fide, accountable due diligence expenses of the Company in an aggregate
amount up to
one-half percent (.005) of the gross proceeds of all Shares sold by the
Selected Dealer and accepted and confirmed by the Company.
(vi) In the event the Company elects to sell its Shares to
those categories of purchasers described below on terms that are net of
all commission and due diligence expenses otherwise applicable, it is
agreed and understood by the Selected Dealer that in such case no Sales
Compensation or due diligence reimbursement will be due or owed by the
Company to the Selected Dealer under this Agreement or otherwise,
regardless of the activities of the Selected Dealer in causing the said
sale or the benefit to the Company. The categories of purchasers are as
follows:
(a) Registered investment advisers, trust companies,
bank trust departments, brokers purchasing for their own
accounts, and officers, directors and employees of the
Company; or
(b) Any party who directly or through a registered
investment adviser acquires at least $1 million worth of
Shares from the Company.
3.5 The Selected Dealer represents and warrants to the Company, and each
person and firm which signs the Registration Statement, that the information
under the caption "Plan of Distribution" in the Prospectus and all other
information furnished to the Company by the Selected Dealer in writing expressly
for the use in the Registration Statement, any preliminary prospectus, the
Prospectus, or any amendment or supplement thereto, does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading.
3.6 The Selected Dealer represents that it has reasonable grounds to
believe, based on information obtained from the Company and through the
Prospectus or other materials, that all material facts relating to a sale of the
Shares (including facts relating to the items set forth in Section 4(a) of
Section 34 of the NASD's Rules of Fair Practice) are adequately and accurately
disclosed and provide a basis for evaluating an investment in the Company.
3.7 The Selected Dealer covenants not to execute any subscriptions in the
Company on behalf of a customer for which it holds a discretionary account
without the prior written approval of such customer.
3.8 The Selected Dealer covenants that it will maintain subscription
agreements with respect to investors in the Company and other documents relating
to the suitability of the investors in the Company for a period of not less than
six years after the termination of the offering with respect to the Company.
3.9 In recommending the purchase of Shares, and before confirming any sale
of such Shares to a customer, the Selected Dealer shall have reasonable grounds
to believe, on
the basis of information obtained from such customer concerning his or her
investment objectives, other investments, financial condition and needs, and any
other information known to the Selected Dealer, that (i) the customer is or will
be in a financial position appropriate to enable him to realize to a significant
extent that benefits described in the Prospectus, including the benefits
described under the caption "Income Tax Aspects"; (ii) the customer has a fair
market net worth sufficient to sustain the risks inherent in an investment in
the Company, including loss of investment and lack of liquidity; and (iii) an
investment in the Company is otherwise suitable for the customer.
3.10 The Selected Dealer covenants not to execute any subscription in the
Company prior to informing the subscribing investor of all pertinent facts
relating to liquidity and marketability of the Shares during the term of the
investment.
3.11 No person is authorized to make any representations concerning the
Shares except those contained in the Company's then current Prospectus and the
Company's approved sales literature. Selected Dealer shall not sell any Shares
pursuant to this Agreement unless a copy of the Prospectus is furnished to each
purchaser prior to the acceptance of the purchaser's subscription. Selected
Dealer agrees not to use any of the supplemental sales literature of any kind
without the prior written approval of the Company, unless the literature is
furnished by the Company for such purpose. Selected Dealer agrees that any
document marked "Not for Distribution to the Public" will not be distributed to
any public investor. In offering and selling the Shares, the Selected Dealer
shall rely solely upon the representations contained in the Company's Prospectus
and the approved sales literature.
3.12 By accepting this Agreement, Selected Dealer represents that it is
registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended, is a member in good standing of the NASD if located in the United
States, is licensed as broker-dealer in one or more jurisdictions in which the
Shares may legally be sold and will maintain such registration, membership and
licenses throughout the term of this Agreement. Furthermore, Selected Dealer
agrees to and represents that it will comply with all applicable federal laws,
the rules and regulations of the NASD, and those securities laws (and rules
promulgated thereunder) of those jurisdictions in which it offers and sells the
Shares. Selected Dealer also represents that it will use the "Preliminary
Prospectus" and the final Prospectus and the approved sales literature strictly
in conformance with federal and state securities laws, and will only offer and
sell the Company's Shares to bona fide residents of those jurisdictions in which
Shares may legally be sold and which the Selected Dealer is licensed. The
Selected Dealer shall not be entitled to any compensation during any period in
which its registration with the Securities and Exchange Commission, membership
with the NASD or license in the jurisdiction where a sale occurred has been
suspended or terminated.
3.13 By accepting this Agreement, the Selected Dealer has assumed full
responsibility for thorough and prior training of its representatives concerning
the selling methods to be used in connection with the offer and sale of the
Shares, giving special
emphasis to the principles of full and fair disclosure to prospective purchasers
and taking all necessary steps to ensure that all of its representatives engaged
in the offer and sale of the Shares are, if applicable, properly registered with
the NASD and licensed under the securities laws of those jurisdictions in which
the Shares may legally be offered and sold and in which the representatives
offer and sell such Shares.
4. INDEMNIFICATION.
4.1 The Company will indemnify and hold harmless the Selected Dealer, its
officers and directors and each person, if any, who controls such Selected
Dealer within the meaning of Section 15 of the Securities Act, from and against
any losses, claims, damages or liabilities, joint or several, to which such
Selected Dealer, its officers and directors, or such controlling persons may
become subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liability (or actions in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement of a material
fact contained (a) in the Registration Statement, or any post-effective
amendment thereto or in the Prospectus or any amendment or supplement to the
Prospectus or (b) in any "blue sky" application or other document executed by
the Company on its behalf specifically for the purpose of qualifying any or all
of the Shares for sale under the securities laws of any jurisdiction based upon
written information furnished by the Company under the securities laws thereof
(any such application, document or information being hereinafter called a "Blue
Sky Application"), or (ii) the omission or alleged omission to state in the
Registration Statement, the Prospectus or any supplement therein or any
post-effective amendment therein, or in any Blue Sky Application, a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they are made, not misleading; and
will reimburse the Selected Dealer, its officers and directors and each such
controlling person for any legal or other expenses reasonably incurred by the
Selected Dealer, its officers and directors, or such controlling person in
connection with investigating or defending such loss, claim, damage, liability
or action; provided, however, that the Company will not be liable in any such
case to the extent that such loss, claim, damage or liability arises out of or
is based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the Selected Dealer
specifically for use with reference to the Selected Dealer in the preparation of
the Registration Statement or any such post-effective amendment therein or any
such Blue Sky Application or any such preliminary prospectus or the Prospectus
or any such amendment or supplement thereto; and provided further that the
Company will not be liable in any case if it is determined that the Selected
Dealer was at fault in connection with the loss, claim, damage, liability or
action. This indemnity agreement will be in addition to any liability which the
Company may otherwise have.
4.2 The Selected Dealer agrees to indemnify and hold harmless the Company,
its officers and directors, each person or firm which has signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act, against any losses, claims,
damages or liabilities to which any of the
aforesaid parties may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
any post-effective amendment thereto, the Prospectus or any amendment or
supplement thereto, or any Blue Sky Application, or (ii) the omission or alleged
omission to state in the Registration Statement or any post-effective amendment
thereto, the Prospectus or any amendment or supplement thereto, or in any Blue
Sky Application, any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading; in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the Selected Dealer specifically for
use with reference to the Selected Dealer in the preparation of the Registration
Statement or any such preliminary prospectus or the Prospectus or any such
amendment or supplement thereto, or (iii) any unauthorized use of sales
materials or use of unauthorized verbal representations concerning the Shares by
the Selected Dealer, and will reimburse the aforesaid parties, in connection
with investigating or defending such loss, claim, damage, liability or action.
This indemnity agreement will be in addition to any liability that the Selected
Dealer may otherwise have.
4.3 Promptly after receipt by an indemnified party under this Section 4 of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 4, notify in writing the indemnifying party of the commencement thereof,
and the omission to so notify the indemnifying party will relieve it from any
liability under this Section 4 as to the particular item for which
indemnification is then being sought, but not from any other liability which it
may have to any indemnified party. In case any such action is brought against
any indemnified party, and it notifies any indemnifying party of the
commencement thereof, the indemnifying party will be entitled, to the extent it
may wish, jointly with any other indemnifying party similarly notified, to
participate in the defense thereof, with separate counsel. Such participation
shall not relieve such indemnifying party of the obligation to reimburse the
indemnified party for reasonable legal and other expenses (subject to Section
4.4) incurred by such indemnified party in defending himself, except for such
expenses incurred after the indemnifying party has deposited funds sufficient to
effect the settlement, with prejudice, of the claim in respect of which
indemnity is sought. Any such indemnifying party shall not be liable to any such
indemnified party on account of any settlement of any claim or action effected
without the consent of such indemnifying party.
4.4 The indemnifying party shall be obligated to pay all legal fees and
expenses of the indemnified party in the defense of such claims or actions;
provided, however, that the indemnifying party shall not be obliged to pay legal
fees and expenses to more than one law firm in connection with the defense of
similar claims arising out of the same alleged acts or omissions giving rise to
such claims notwithstanding that such actions or claims are alleged or brought
by one or more parties against more than one indemnified party. In the case such
claims or actions are alleged or brought against more than one indemnified
party,
then the indemnifying party shall only be obliged to reimburse the expenses and
fees of the one law firm against which such action is finally brought, and in
the event a majority of the indemnified parties against which such action is
finally brought, and in the event a majority of such indemnified parties are
unable to agree on which law firm for which expenses or fees will be
reimbursable by the indemnifying party then payment shall be made to the first
law firm of record representing an indemnified party against the action or
claim. Such law firm shall be paid only to the extent of services performed by
such law firm and no reimbursement shall be payable to such law firm on account
of legal services performed by another law firm.
4.5 The indemnity agreements contained in this Section 4 shall remain
operative and in full force and effect regardless of (i) an investigation made
by or on behalf of the Selected Dealer or the Company, or any office or director
of either of them, (ii) delivery of any Shares and payment therefor, or (iii)
any termination of this Agreement. A successor of any Selected Dealer or of any
of the parties to this Agreement, as the case may be, shall be entitled to the
benefits of the indemnity agreements contained in this Section 4.
5. SURVIVAL OF PROVISIONS.
The respective agreements, representations and warranties of the Company
and the Selected Dealer set forth in this Agreement shall remain operative and
in full force and effect regardless of (i) any termination of this Agreement;
(ii) any investigation made by or on behalf of the Selected Dealer or any person
controlling the Selected Dealer or by or on behalf of the Company, or any person
controlling the Company; or (iii) the acceptance of any payment for the Shares.
6. APPLICABLE LAW.
This Agreement is executed and delivered in, and its validity,
interpretation and construction, shall be governed by the laws of the State of
Michigan.
7. COUNTERPARTS.
This Agreement may be executed in any number of counterparts. Each
counterpart, when executed and delivered, shall be an original contract; but all
counterparts, when taken together, shall constitute one and the same Agreement.
8. SUCCESSORS AND AMENDMENT.
8.1 This Agreement shall inure to the benefit of, and be binding upon, the
Selected Dealer, the Company, and their respective successors. Nothing in this
Agreement is intended or shall be construed to give to any other person any
right, remedy or claim, except as otherwise specifically provided herein.
8.2 This Agreement may be amended in whole or part, upon the written
agreement of the Selected Dealer and the Company.
9. TERM.
Any party to this Agreement shall have the right to terminate this
Agreement on ten (10) days prior written notice.
10. NOTICES.
Any notice under this Agreement shall be given or confirmed in writing,
delivered personally or sent by certified mail, postage prepaid, addressed as
specified in this Section:
NOTICE TO THE COMPANY:
Gen-Net Lease Income Trust, Inc.
000 Xxxx Xxx Xxxxxx Xxxx
Xxxx, Xxxxxxxx 00000
NOTICE TO SELECTED DEALER:
__________________________
__________________________
__________________________
11. CONFIRMATION.
The Company hereby agrees and assumes the duty to confirm on behalf of
itself, and on behalf of Selected Dealer, all orders for the purchase of Shares
accepted by the Company. Such confirmations will comply with the applicable
rules of such other jurisdictions to the extent the Company is advised of such
laws in writing by the Selected Dealer.
If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that purpose,
whereupon this letter and your acceptance shall constitute a binding Agreement
between us as of the date first above written.
Very truly yours,
GEN-NET LEASE INCOME TRUST, INC.
By:_________________________________
Xxxxx X. Xxxxxxxx, President
We hereby agree to the terms hereof.
_____________________________________
By:__________________________________
__________________________________
Its: ________________________________
