IF ANY, CONTROLLING ANY INITIAL PURCHASER WITHIN THE MEANING OF
SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT.
NOTHING IN
THIS AGREEMENT IS INTENDED OR SHALL BE CONSTRUED TO GIVE ANY PERSON, OTHER THAN
THE PERSONS REFERRED TO IN THIS SECTION 13, ANY LEGAL OR EQUITABLE RIGHT, REMEDY
OR CLAIM UNDER OR IN RESPECT OF THIS AGREEMENT OR ANY PROVISION CONTAINED
HEREIN.
14.
SURVIVAL.
THE RESPECTIVE INDEMNITIES,
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY AND THE INITIAL
PURCHASERS CONTAINED IN THIS AGREEMENT OR MADE BY OR ON BEHALF ON THEM,
RESPECTIVELY, PURSUANT TO THIS AGREEMENT, SHALL SURVIVE THE DELIVERY OF AND
PAYMENT FOR THE SECURITIES AND SHALL REMAIN IN FULL FORCE AND EFFECT, REGARDLESS
OF ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY OF THEM OR ANY PERSON
CONTROLLING ANY OF THEM.
15.
DEFINITION OF THE TERMS "BUSINESS DAY,"
"AFFILIATE" AND "SUBSIDIARY."
FOR PURPOSES OF THIS AGREEMENT, (A) "BUSINESS
DAY" MEANS ANY DAY ON WHICH THE NEW YORK STOCK EXCHANGE, INC. IS OPEN FOR
TRADING AND (B) "AFFILIATE" AND "SUBSIDIARY" HAVE THE MEANINGS SET FORTH IN
RULE 405 UNDER THE SECURITIES ACT.
16.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK.
17.
NO FIDUCIARY DUTY.
THE COMPANY ACKNOWLEDGES
AND AGREES THAT IN CONNECTION WITH THIS OFFERING, 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 COMPANY, 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 COMPANY, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE DETERMINATION OF
THE PURCHASE PRICE OF THE SECURITIES, AND SUCH RELATIONSHIP BETWEEN THE COMPANY,
AND THE INITIAL PURCHASERS IS ENTIRELY AND SOLELY COMMERCIAL, BASED ON
ARMS-LENGTH NEGOTIATIONS; (III) ANY DUTIES AND OBLIGATIONS THAT THE INITIAL
PURCHASERS MAY HAVE TO THE COMPANY SHALL BE LIMITED TO THOSE DUTIES AND
OBLIGATIONS SPECIFICALLY STATED HEREIN; AND (IV) THE INITIAL PURCHASERS AND
THEIR RESPECTIVE AFFILIATES MAY HAVE INTERESTS THAT DIFFER FROM THOSE OF THE
COMPANY.
THE COMPANY HEREBY WAIVE ANY CLAIMS THAT THE COMPANY MAY HAVE AGAINST
THE INITIAL PURCHASERS WITH RESPECT TO ANY BREACH OF FIDUCIARY DUTY IN
CONNECTION WITH THE SECURITIES.
18.
RESEARCH INDEPENDENCE.
IN ADDITION, THE
COMPANY ACKNOWLEDGES 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 AND MAKE STATEMENTS
OR
32
INVESTMENT RECOMMENDATIONS AND/OR PUBLISH RESEARCH REPORTS WITH RESPECT TO THE
OFFERING THAT DIFFER FROM THE VIEWS OF ITS INVESTMENT BANKERS.
THE COMPANY
HEREBY WAIVES AND RELEASES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIMS
THAT THE COMPANY MAY HAVE AGAINST THE