SUBJECT MATTER HEREOF AND
THEREOF AND SHALL CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT
TO SUCH SUBJECT MATTER, SUPERSEDING ALL PRIOR ORAL OR WRITTEN UNDERSTANDINGS.
(K)
THE PARTIES UNDERSTAND THAT THIS AGREEMENT IS A LEGALLY BINDING
AGREEMENT THAT MAY AFFECT SUCH PARTY'S RIGHTS. EACH PARTY REPRESENTS TO THE
OTHER THAT IT HAS RECEIVED LEGAL ADVICE FROM COUNSEL OF ITS CHOICE REGARDING THE
MEANING AND LEGAL SIGNIFICANCE OF THIS AGREEMENT AND THAT IT IS SATISFIED WITH
ITS LEGAL COUNSEL AND THE ADVICE RECEIVED FROM IT.
(L)
SHOULD ANY PROVISION OF THIS AGREEMENT REQUIRE JUDICIAL
INTERPRETATION, IT IS AGREED THAT A COURT INTERPRETING OR CONSTRUING THE SAME
SHALL NOT APPLY A PRESUMPTION THAT THE TERMS HEREOF SHALL BE MORE STRICTLY
CONSTRUED AGAINST ANY PERSON BY REASON OF THE RULE OF CONSTRUCTION THAT A
DOCUMENT IS TO BE CONSTRUED MORE STRICTLY AGAINST THE PERSON WHO ITSELF OR
THROUGH ITS AGENT PREPARED THE SAME, IT BEING AGREED THAT ALL PARTIES HAVE
PARTICIPATED IN THE PREPARATION OF THIS AGREEMENT.
(M)
THE PARTIES RECOGNIZE THAT EACH TRANSACTION IS A "SECURITIES
CONTRACT" AS THAT TERM IS DEFINED IN SECTION 741 OF TITLE 11 OF THE UNITED
STATES CODE, AS AMENDED.
(N)
ANY NOTICE, ACKNOWLEDGMENT, STATEMENT OR CERTIFICATE (INCLUDING,
WITHOUT LIMITATION, ANY CONFIRMATION) GIVEN BY BUYER TO ANY SELLER SHALL BE
EFFECTIVE AS, AND SHALL BE DEEMED TO BE, A NOTICE, ACKNOWLEDGMENT, STATEMENT OR
CERTIFICATE GIVEN TO EACH AND EVERY SELLER. BUYER MAY, WITHOUT NECESSITY OF ANY
INQUIRY, RELY SOLELY UPON ANY NOTICE, ACKNOWLEDGMENT, STATEMENT OR CERTIFICATE
OF ANY OF (1) ANY SELLER OR (2) ANY AUTHORIZED REPRESENTATIVE OF SELLER SET
FORTH ON EXHIBIT II OR OTHERWISE DESIGNATED BY ANY SELLER FROM TIME TO TIME, AS
CONSTITUTING THE JOINT AND SEVERAL STATEMENT AND CERTIFICATE OF SELLER FULLY
AUTHORIZED BY SELLER. ANY DISBURSEMENTS OF FUNDS TO SELLER PROVIDED FOR IN
SECTION 4 OF THIS AGREEMENT OR OTHERWISE IN THIS AGREEMENT OR THE TRANSACTION
DOCUMENTS SHALL BE DEEMED PROPERLY MADE TO SELLER IF DISBURSED TO ANY SELLER OR
ITS DESIGNEE.
29.
DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
The parties acknowledge that they have been advised that:
(A)
IN THE CASE OF TRANSACTIONS IN WHICH ONE OF THE PARTIES IS A
BROKER OR DEALER REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC")
UNDER SECTION 15 OF THE SECURITIES EXCHANGE ACT OF 1934 ("1934 ACT"), THE
SECURITIES INVESTOR PROTECTION CORPORATION
54
HAS TAKEN THE POSITION THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION
ACT OF 1970 ("SIPA") DO NOT PROTECT THE OTHER PARTY WITH RESPECT TO ANY
TRANSACTION HEREUNDER;
(B)
IN THE CASE OF TRANSACTIONS IN WHICH ONE OF THE PARTIES IS A
GOVERNMENT SECURITIES BROKER OR A GOVERNMENT SECURITIES DEALER REGISTERED WITH
THE SEC UNDER SECTION 15C OF THE 1934 ACT, SIPA WILL NOT PROVIDE PROTECTION TO
THE OTHER PARTY WITH RESPECT TO ANY TRANSACTION HEREUNDER; AND
(C)
IN THE CASE OF TRANSACTIONS IN WHICH ONE OF THE PARTIES IS A
FINANCIAL INSTITUTION, FUNDS HELD BY THE FINANCIAL INSTITUTION PURSUANT TO A
TRANSACTION HEREUNDER ARE NOT A DEPOSIT