("DISCUSSION TIME").
NOTWITHSTANDING THE FOREGOING, IN
THE CASE OF A PURCHASER THAT IS A MULTI-MANAGED INVESTMENT VEHICLE WHEREBY
SEPARATE PORTFOLIO MANAGERS MANAGE SEPARATE PORTIONS OF SUCH PURCHASER'S ASSETS
AND THE PORTFOLIO MANAGERS HAVE NO DIRECT KNOWLEDGE OF THE INVESTMENT DECISIONS
MADE BY THE PORTFOLIO MANAGERS MANAGING OTHER PORTIONS OF SUCH PURCHASER'S
ASSETS, THE REPRESENTATION SET FORTH ABOVE SHALL ONLY APPLY WITH RESPECT TO THE
PORTION OF ASSETS MANAGED BY THE PORTFOLIO MANAGER THAT MADE THE INVESTMENT
DECISION TO PURCHASE THE SECURITIES COVERED BY THIS AGREEMENT.
OTHER THAN TO
OTHER PERSONS PARTY TO THIS AGREEMENT, SUCH PURCHASER
19
HAS MAINTAINED THE CONFIDENTIALITY OF ALL DISCLOSURES MADE TO IT IN CONNECTION
WITH THIS TRANSACTION (INCLUDING THE EXISTENCE AND TERMS OF THIS TRANSACTION).
(G)
NO GOVERNMENT REVIEW.
SUCH PURCHASER UNDERSTANDS THAT NO UNITED
STATES FEDERAL OR STATE AGENCY OR ANY OTHER GOVERNMENT OR GOVERNMENTAL AGENCY
HAS PASSED UPON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF THE SECURITIES
PURCHASED HEREUNDER.
(H)
NO CONFLICT.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
TRANSACTIONS AND CONTEMPLATED HEREIN BY SUCH PURCHASER AND THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY WILL NOT CONFLICT WITH OR
RESULT IN ANY VIOLATION OF OR DEFAULT BY SUCH PURCHASER (WITH OR WITHOUT NOTICE
OR LAPSE OF TIME, OR BOTH) UNDER, OR GIVE RISE TO A RIGHT OF TERMINATION,
CANCELLATION OR ACCELERATION OF ANY OBLIGATION OR TO A LOSS OF A MATERIAL
BENEFIT UNDER (I) ANY PROVISION OF THE ORGANIZATIONAL DOCUMENTS OF SUCH
PURCHASER, (II) ANY MATERIAL AGREEMENT OR INSTRUMENT, PERMIT, FRANCHISE, OR
LICENSE OR (III) ANY JUDGMENT, ORDER, STATUTE, LAW, ORDINANCE, RULE OR
REGULATIONS, APPLICABLE TO SUCH PURCHASER OR ITS RESPECTIVE PROPERTIES OR
ASSETS.
(I)
BROKERS.
EACH PURCHASER HAS NOT RETAINED, UTILIZED OR BEEN
REPRESENTED BY ANY BROKER OR FINDER IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(J)
INFORMATION.
EACH PURCHASER AND ITS ADVISORS, IF ANY, HAVE BEEN
FURNISHED WITH ALL MATERIALS RELATING TO THE BUSINESS, FINANCES AND OPERATIONS
OF THE COMPANY, AND MATERIALS RELATING TO THE OFFER AND SALE OF THE SECURITIES,
IF ANY, THAT HAVE BEEN REQUESTED BY THE PURCHASER OR ITS ADVISORS, IF ANY. THE
PURCHASER AND ITS ADVISORS, IF ANY, HAVE BEEN AFFORDED THE OPPORTUNITY TO ASK
QUESTIONS OF THE COMPANY. THE PURCHASER ACKNOWLEDGES AND UNDERSTANDS THAT ITS
INVESTMENT IN THE SECURITIES INVOLVES A SIGNIFICANT DEGREE OF RISK, INCLUDING
THE RISKS REFLECTED IN THE SEC REPORTS. NEITHER SUCH INQUIRIES NOR ANY OTHER DUE
DILIGENCE INVESTIGATION CONDUCTED BY SUCH PURCHASER SHALL MODIFY, LIMIT OR
OTHERWISE AFFECT SUCH PURCHASER'S RIGHT TO RELY ON THE COMPANY'S REPRESENTATIONS
AND WARRANTIES CONTAINED IN THIS AGREEMENT.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
TRANSFER RESTRICTIONS.
(A)
THE SECURITIES MAY ONLY BE DISPOSED OF IN COMPLIANCE WITH STATE
AND FEDERAL SECURITIES LAWS.
IN CONNECTION WITH ANY TRANSFER OF SECURITIES
OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR RULE 144, TO THE
COMPANY OR TO AN AFFILIATE OF A PURCHASER OR IN CONNECTION WITH A PLEDGE AS
CONTEMPLATED IN SECTION 4.1(B), THE COMPANY MAY REQUIRE THE TRANSFEROR THEREOF