DELIVERY TO THE TRUSTEE BY THE COMPANY OR THE
HOLDER THEREOF OF A WRITTEN REQUEST FOR THE REMOVAL HEREOF, IN ANY CASE AT ANY
TIME AFTER THE RESALE RESTRICTION TERMINATION DATE.
AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT."
Following the sale of the Securities by the Initial Purchasers to Subsequent
Purchasers pursuant to the terms hereof, the Initial Purchasers shall not be
liable or responsible to the Company for any losses, damages or liabilities
suffered or incurred by the Company, including any losses, damages or
liabilities under the Securities Act, arising from or relating to any resale or
transfer of any Security.
13.
RESEARCH ANALYST INDEPENDENCE.
THE ISSUERS AND THE GUARANTORS
ACKNOWLEDGE THAT THE INITIAL PURCHASERS' RESEARCH ANALYSTS AND RESEARCH
DEPARTMENTS ARE REQUIRED TO BE INDEPENDENT FROM THEIR RESPECTIVE INVESTMENT
BANKING DIVISIONS AND ARE SUBJECT TO CERTAIN REGULATIONS AND INTERNAL POLICIES,
AND THAT SUCH INITIAL PURCHASERS' RESEARCH ANALYSTS MAY HOLD VIEWS AND MAKE
STATEMENTS OR INVESTMENT RECOMMENDATIONS AND/OR PUBLISH RESEARCH REPORTS WITH
RESPECT TO THE ISSUERS, THE GUARANTORS AND/OR THE OFFERING THAT DIFFER FROM THE
VIEWS OF THEIR RESPECTIVE INVESTMENT BANKING DIVISIONS.
THE ISSUERS AND THE
GUARANTORS HEREBY WAIVE AND RELEASE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
CLAIMS THAT ANY ISSUER OR ANY OF THE GUARANTORS MAY HAVE AGAINST THE INITIAL
PURCHASERS WITH RESPECT TO ANY CONFLICT OF INTEREST THAT MAY ARISE FROM THE FACT
THAT THE VIEWS EXPRESSED BY THEIR INDEPENDENT RESEARCH ANALYSTS AND RESEARCH
DEPARTMENTS MAY BE DIFFERENT FROM OR INCONSISTENT WITH THE VIEWS OR ADVICE
COMMUNICATED TO THE ISSUERS OR THE GUARANTORS BY SUCH INITIAL PURCHASERS'
INVESTMENT BANKING DIVISIONS.
THE ISSUERS AND THE GUARANTORS ACKNOWLEDGE THAT
EACH OF THE INITIAL PURCHASERS IS A FULL SERVICE SECURITIES FIRM AND AS SUCH
FROM TIME TO TIME, SUBJECT TO APPLICABLE SECURITIES LAWS, MAY EFFECT
TRANSACTIONS FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ITS CUSTOMERS AND HOLD LONG
OR SHORT POSITIONS IN DEBT OR EQUITY SECURITIES OF THE COMPANY.
30
14.
NO FIDUCIARY DUTY.
THE ISSUERS AND THE GUARANTORS ACKNOWLEDGE AND
AGREE THAT IN CONNECTION WITH THIS OFFERING, SALE OF THE NOTES OR ANY OTHER
SERVICES THE INITIAL PURCHASERS MAY BE DEEMED TO BE PROVIDING HEREUNDER,
NOTWITHSTANDING ANY PREEXISTING RELATIONSHIP, ADVISORY OR OTHERWISE, BETWEEN THE
PARTIES OR ANY ORAL REPRESENTATIONS OR ASSURANCES PREVIOUSLY OR SUBSEQUENTLY
MADE BY THE INITIAL PURCHASERS:
(I) NO FIDUCIARY OR AGENCY RELATIONSHIP BETWEEN
THE ISSUERS, THE GUARANTORS AND ANY OTHER PERSON, ON THE ONE HAND, AND THE
INITIAL PURCHASERS, ON THE OTHER, EXISTS; (II) THE INITIAL PURCHASERS ARE NOT
ACTING AS ADVISORS, EXPERT OR OTHERWISE, TO THE ISSUERS OR THE GUARANTORS,
INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE DETERMINATION OF THE PUBLIC
OFFERING PRICE OF THE NOTES, AND SUCH RELATIONSHIP BETWEEN THE ISSUERS AND THE
GUARANTORS, ON THE ONE HAND, AND THE INITIAL PURCHASERS, ON THE OTHER, IS
ENTIRELY AND SOLELY COMMERCIAL, BASED ON ARMS-LENGTH NEGOTIATIONS; (III) ANY
DUTIES AND OBLIGATIONS THAT THE INITIAL PURCHASERS