ACT OF 1940,
AS AMENDED.
(AA)
ERISA.
NO LIABILITY TO THE PENSION BENEFIT GUARANTY CORPORATION
HAS BEEN INCURRED WITH RESPECT TO ANY PLAN BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES WHICH IS OR WOULD BE MATERIALLY ADVERSE TO THE COMPANY AND ITS
SUBSIDIARIES.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE ISSUANCE AND
SALE OF THE SECURITIES WILL NOT INVOLVE ANY TRANSACTION WHICH IS SUBJECT TO THE
PROHIBITIONS OF SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR IN CONNECTION WITH WHICH A TAX COULD BE IMPOSED
PURSUANT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
PROVIDED THAT, IF ANY OF THE PURCHASERS, OR ANY PERSON OR ENTITY THAT OWNS A
BENEFICIAL INTEREST IN ANY OF THE PURCHASERS, IS AN "EMPLOYEE PENSION BENEFIT
PLAN" (WITHIN THE MEANING OF SECTION 3(2) OF ERISA) WITH RESPECT TO WHICH THE
COMPANY IS A "PARTY IN INTEREST" (WITHIN THE MEANING OF SECTION 3(14) OF ERISA),
THE REQUIREMENTS OF SECTIONS 407(D)(5) AND 408(E) OF ERISA, IF APPLICABLE, ARE
MET.
AS USED IN THIS SECTION 2.1(AA), THE TERM "PLAN" SHALL MEAN AN "EMPLOYEE
PENSION BENEFIT PLAN" (AS DEFINED IN SECTION 3 OF ERISA) WHICH IS OR HAS BEEN
ESTABLISHED OR MAINTAINED, OR TO WHICH CONTRIBUTIONS ARE OR HAVE BEEN MADE, BY
THE COMPANY OR ANY SUBSIDIARY OR BY ANY TRADE OR BUSINESS, WHETHER OR NOT
INCORPORATED, WHICH, TOGETHER WITH THE COMPANY OR ANY SUBSIDIARY, IS UNDER
COMMON CONTROL, AS DESCRIBED IN SECTION 414(B) OR (C) OF THE CODE.
(BB)
INDEPENDENT NATURE OF PURCHASERS.
THE COMPANY ACKNOWLEDGES THAT
THE OBLIGATIONS OF EACH PURCHASER UNDER THE TRANSACTION DOCUMENTS ARE SEVERAL
AND NOT JOINT WITH THE OBLIGATIONS OF ANY OTHER PURCHASER, AND NO PURCHASER
SHALL BE RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS OF ANY
OTHER PURCHASER UNDER THE TRANSACTION DOCUMENTS.
THE COMPANY ACKNOWLEDGES THAT
THE DECISION OF EACH PURCHASER TO PURCHASE SECURITIES PURSUANT TO THIS AGREEMENT
HAS BEEN MADE BY SUCH PURCHASER INDEPENDENTLY OF ANY OTHER PURCHASE AND
INDEPENDENTLY OF ANY INFORMATION, MATERIALS, STATEMENTS OR OPINIONS AS TO THE
BUSINESS, AFFAIRS, OPERATIONS, ASSETS, PROPERTIES, LIABILITIES, RESULTS OF
OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF THE COMPANY OR OF
ITS SUBSIDIARIES WHICH MAY HAVE MADE OR GIVEN BY ANY OTHER PURCHASER OR BY ANY
AGENT OR EMPLOYEE OF ANY OTHER PURCHASER, AND NO PURCHASER OR ANY OF ITS AGENTS
OR EMPLOYEES SHALL HAVE ANY LIABILITY TO ANY PURCHASER (OR ANY OTHER PERSON)
RELATING TO OR ARISING FROM ANY SUCH INFORMATION, MATERIALS, STATEMENTS OR
OPINIONS.
THE COMPANY ACKNOWLEDGES THAT NOTHING CONTAINED HEREIN, OR IN ANY
TRANSACTION DOCUMENT, AND NO ACTION TAKEN BY ANY PURCHASER PURSUANT HERETO OR
THERETO, SHALL BE DEEMED TO CONSTITUTE THE PURCHASERS AS A PARTNERSHIP, AN
ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A
PRESUMPTION THAT THE PURCHASERS ARE IN ANY WAY ACTING IN CONCERT OR AS A GROUP
WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS.
THE COMPANY ACKNOWLEDGES THAT