WITH RESPECT
SOLELY TO ITSELF AND NOT WITH RESPECT TO ANY OTHER PURCHASER AS FOLLOWS AS OF
THE DATE HEREOF AND AS OF THE CLOSING DATE:
(A)
ORGANIZATION AND STANDING OF THE PURCHASERS.
IF THE PURCHASER IS
AN ENTITY, SUCH PURCHASER IS A CORPORATION, LIMITED LIABILITY COMPANY OR
PARTNERSHIP DULY INCORPORATED OR ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR
ORGANIZATION.
(B)
AUTHORIZATION AND POWER.
EACH PURCHASER HAS THE REQUISITE POWER
AND AUTHORITY TO ENTER INTO AND PERFORM THE TRANSACTION DOCUMENTS AND TO
PURCHASE THE SECURITIES BEING SOLD TO IT HEREUNDER.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE TRANSACTION DOCUMENTS BY EACH PURCHASER AND THE CONSUMMATION
BY IT OF THE TRANSACTIONS CONTEMPLATED
12
HEREBY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE, MEMBERSHIP OR
PARTNERSHIP ACTION, AND NO FURTHER CONSENT OR AUTHORIZATION OF SUCH PURCHASER OR
ITS BOARD OF DIRECTORS, STOCKHOLDERS, MEMBERS OR PARTNERS, AS THE CASE MAY BE,
IS REQUIRED.
WHEN EXECUTED AND DELIVERED BY THE PURCHASERS, THE OTHER
TRANSACTION DOCUMENTS SHALL CONSTITUTE VALID AND BINDING OBLIGATIONS OF EACH
PURCHASER ENFORCEABLE AGAINST SUCH PURCHASER IN ACCORDANCE WITH THEIR TERMS,
EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM, LIQUIDATION, CONSERVATORSHIP,
RECEIVERSHIP OR SIMILAR LAWS RELATING TO, OR AFFECTING GENERALLY THE ENFORCEMENT
OF, CREDITOR'S RIGHTS AND REMEDIES OR BY OTHER EQUITABLE PRINCIPLES OF GENERAL
APPLICATION.
(C)
NO CONFLICT.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE
TRANSACTION DOCUMENTS BY THE PURCHASER AND THE CONSUMMATION BY THE PURCHASER OF
THE TRANSACTIONS CONTEMPLATED THEREBY AND HEREBY DO NOT AND WILL NOT (I) VIOLATE
ANY PROVISION OF THE PURCHASER'S CHARTER OR ORGANIZATIONAL DOCUMENTS, IN EACH
CASE AS AMENDED TO DATE, (II) CONFLICT WITH, OR CONSTITUTE A DEFAULT (OR AN
EVENT WHICH WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD BECOME A DEFAULT) UNDER,
OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION, AMENDMENT, ACCELERATION OR
CANCELLATION OF, ANY AGREEMENT, MORTGAGE, DEED OF TRUST, INDENTURE, NOTE, BOND,
LICENSE, LEASE AGREEMENT, INSTRUMENT OR OBLIGATION TO WHICH THE PURCHASER IS A
PARTY OR BY WHICH THE PURCHASER'S RESPECTIVE PROPERTIES OR ASSETS ARE BOUND, OR
(III) RESULT IN A VIOLATION OF ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE,
RULE, REGULATION, ORDER, JUDGMENT OR DECREE (INCLUDING FEDERAL AND STATE
SECURITIES LAWS AND REGULATIONS) APPLICABLE TO THE PURCHASER OR BY WHICH ANY
PROPERTY OR ASSET OF THE PURCHASER ARE BOUND OR AFFECTED, EXCEPT, IN ALL CASES,
OTHER THAN VIOLATIONS PURSUANT TO CLAUSES (I) OR (III) (WITH RESPECT TO FEDERAL
AND STATE SECURITIES LAWS) ABOVE, EXCEPT, FOR SUCH CONFLICTS, DEFAULTS,
TERMINATIONS, AMENDMENTS, ACCELERATION, CANCELLATIONS AND VIOLATIONS AS WOULD
NOT, INDIVIDUALLY OR IN THE AGGREGATE, MATERIALLY AND ADVERSELY AFFECT THE
PURCHASER'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS.
(D)
ACQUISITION FOR INVESTMENT.
EACH PURCHASER IS PURCHASING THE
SECURITIES SOLELY FOR ITS OWN ACCOUNT FOR THE PURPOSE OF INVESTMENT AND NOT WITH
A VIEW TO OR FOR SALE IN CONNECTION WITH DISTRIBUTION.
EACH PURCHASER DOES NOT
HAVE A PRESENT INTENTION TO SELL ANY OF THE SECURITIES, NOR