LAWS AND FOREIGN LAWS.
IN CONNECTION WITH ANY TRANSFER OF
THE SECURITIES OTHER THAN (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
SEC RULE 144, (B) TO ISSUER, OR (C) TO AN AFFILIATE OF A PURCHASER, ISSUER MAY
REQUIRE THE TRANSFEROR THEREOF TO PROVIDE TO ISSUER AN OPINION OF COUNSEL
SELECTED BY THE TRANSFEROR AND REASONABLY ACCEPTABLE TO ISSUER, THE FORM AND
SUBSTANCE OF WHICH OPINION WILL BE REASONABLY SATISFACTORY TO ISSUER, TO THE
EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION OF SUCH TRANSFERRED
SECURITIES UNDER THE SECURITIES ACT.
IN THE CASE OF (C) ABOVE, AS A CONDITION
OF TRANSFER, ANY SUCH TRANSFEREE WILL AGREE IN WRITING TO BE BOUND BY THE TERMS
OF THIS AGREEMENT.
5.2
LEGEND.
SO LONG AS IS REQUIRED BY APPLICABLE U.S. FEDERAL AND
STATE AND/OR FOREIGN SECURITIES LAWS, ALL DOCUMENTS EVIDENCING ANY OF THE
SECURITIES MUST CONTAIN THE FOLLOWING LEGEND:
NEITHER THIS SECURITY NOR ANY SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAS BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY U.S. STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR
SELF-REGULATORY ORGANIZATION, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND SUCH OTHER LAWS AND
REQUIREMENTS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT OR LISTING OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AND/OR
LISTING REQUIREMENTS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE
TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE
TO THE COMPANY.
5.3
ACKNOWLEDGEMENT. EACH PURCHASER ACKNOWLEDGES THAT THE REMOVAL OF
THE RESTRICTIVE LEGEND FROM CERTIFICATES REPRESENTING SECURITIES AS SET FORTH IN
SECTION 5.2 IS PREDICATED UPON ISSUER'S RELIANCE THAT PURCHASER WILL SELL ANY
SECURITIES PURSUANT EITHER TO APPLICABLE REGISTRATION AND/OR LISTING
REQUIREMENTS, INCLUDING ANY APPLICABLE PROSPECTUS DELIVERY REQUIREMENTS, OR AN
EXEMPTION THEREFROM, AND THAT IF SECURITIES ARE SOLD PURSUANT TO A REGISTRATION
STATEMENT OR LISTING, THEY WILL BE SOLD IN COMPLIANCE WITH THE PLAN OF
DISTRIBUTION SET FORTH THEREIN AND UPON COMPLIANCE WITH THE PROSPECTUS DELIVERY
REQUIREMENT.
23
6.
COLLATERAL AGENT
6.1
APPOINTMENT OF COLLATERAL AGENT.
EACH PURCHASER HEREBY APPOINTS
AND DESIGNATES COLLATERAL AGENT AS ITS AGENT TO ACT AS HEREIN SPECIFIED.
EACH
PURCHASER IRREVOCABLY AUTHORIZES COLLATERAL AGENT TO TAKE SUCH ACTION ON ITS
BEHALF UNDER THE PROVISIONS OF THE SECURITY AGREEMENT, THE COLLATERAL
ASSIGNMENTS AND THE OTHER TRANSACTION DOCUMENTS AND TO EXERCISE SUCH POWERS AND
TO PERFORM SUCH DUTIES HEREUNDER AND THEREUNDER AS ARE SPECIFICALLY DELEGATED TO
OR REQUIRED OF COLLATERAL AGENT BY THE TERMS HEREOF AND THEREOF AND SUCH OTHER
POWERS AS ARE REASONABLY INCIDENTAL THERETO.
COLLATERAL AGENT MAY PERFORM ANY
OF ITS DUTIES HEREUNDER BY OR THROUGH ITS AGENTS OR EMPLOYEES, AND MAY APPOINT
SUB-AGENTS TO PERFORM ANY OR ALL OF ITS DUTIES AS COLLATERAL AGENT HEREUNDER
WITHOUT THE PRIOR CONSENT OF ISSUER AND PURCHASERS.
6.2
NATURE OF DUTIES OF COLLATERAL AGENT.
COLLATERAL AGENT WILL HAVE
NO DUTIES OR RESPONSIBILITIES,