GOOD FAITH DISCRETION.
DEALER SHALL NOTIFY COUNTERPARTY OF SUCH AMOUNT AND COUNTERPARTY SHALL PAY SUCH
AMOUNT IN IMMEDIATELY AVAILABLE FUNDS ON THE EARLY UNWIND DATE.
DEALER AND
COUNTERPARTY REPRESENT AND ACKNOWLEDGE TO THE OTHER THAT UPON AN ACCELERATED
UNWIND AND THE SATISFACTION OF COUNTERPARTY'S PAYMENT OBLIGATION, IF ANY, AS
SPECIFIED IN THIS SECTION 16, ALL OBLIGATIONS WITH RESPECT TO THIS TRANSACTION
SHALL BE DEEMED FULLY AND FINALLY DISCHARGED.
17.
ADDITIONAL PROVISIONS.
COUNTERPARTY UNDERSTANDS AND AGREES THAT AGENT
WILL ACT AS AGENT FOR BOTH PARTIES WITH RESPECT TO THE TRANSACTION.
AGENT IS SO
ACTING SOLELY IN ITS CAPACITY AS AGENT FOR COUNTERPARTY AND DEALER PURSUANT TO
INSTRUCTIONS FROM COUNTERPARTY AND DEALER.
AGENT SHALL HAVE NO RESPONSIBILITY
OR PERSONAL LIABILITY TO EITHER PARTY ARISING FROM ANY FAILURE BY EITHER PARTY
TO PAY OR PERFORM ANY OBLIGATION UNDER THE TRANSACTION.
EACH PARTY AGREES TO
PROCEED SOLELY AGAINST THE OTHER TO COLLECT OR RECOVER ANY AMOUNT OWING TO IT OR
ENFORCE ANY OF ITS RIGHTS IN CONNECTION WITH OR AS A RESULT OF THE TRANSACTION.
Notwithstanding any provisions of the Agreement, all communications relating to
the Transaction or the Agreement shall be transmitted exclusively through Agent
at Credit Suisse, New York branch, Eleven Madison Avenue,
New York, New York
10010-3629.
18.
NO COLLATERAL BY COUNTERPARTY.
NO COLLATERAL IS REQUIRED TO BE POSTED BY
COUNTERPARTY IN RESPECT OF THIS TRANSACTION.
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19.
DISPOSITION OF HEDGE SHARES.
COUNTERPARTY HEREBY AGREES THAT IF, IN THE
REASONABLE JUDGMENT OF COUNSEL FOR THE DEALER, THE SHARES (THE "HEDGE SHARES")
ACQUIRED BY DEALER FOR THE PURPOSE OF HEDGING ITS OBLIGATIONS PURSUANT TO THE
TRANSACTION CANNOT BE SOLD IN THE U.S. PUBLIC MARKET BY DEALER WITHOUT
REGISTRATION UNDER THE SECURITIES ACT, COUNTERPARTY SHALL, AT ITS ELECTION: (I)
IN ORDER TO ALLOW DEALER TO SELL THE HEDGE SHARES IN A REGISTERED OFFERING, USE
ITS COMMERCIALLY REASONABLE EFFORTS TO MAKE AVAILABLE TO DEALER AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT TO COVER THE RESALE OF SUCH
HEDGE SHARES AND (A) ENTER INTO AN AGREEMENT, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO DEALER, SUBSTANTIALLY IN THE FORM OF AN UNDERWRITING AGREEMENT
FOR A REGISTERED OFFERING, (B) PROVIDE ACCOUNTANT'S "COMFORT" LETTERS IN
CUSTOMARY FORM FOR REGISTERED OFFERINGS OF EQUITY SECURITIES, (C) PROVIDE
DISCLOSURE OPINIONS OF NATIONALLY RECOGNIZED OUTSIDE COUNSEL TO COUNTERPARTY
CUSTOMARY IN FORM FOR REGISTERED OFFERINGS OF EQUITY SECURITIES, (D) PROVIDE
OTHER CUSTOMARY OPINIONS, CERTIFICATES AND CLOSING DOCUMENTS CUSTOMARY IN FORM
FOR REGISTERED OFFERINGS OF EQUITY SECURITIES AND (E) AFFORD DEALER A REASONABLE
OPPORTUNITY TO CONDUCT A "DUE DILIGENCE" INVESTIGATION WITH RESPECT TO
COUNTERPARTY CUSTOMARY IN SCOPE FOR UNDERWRITTEN OFFERINGS OF EQUITY SECURITIES;
PROVIDED, HOWEVER, THAT IF DEALER, IN ITS REASONABLE DISCRETION, IS NOT
SATISFIED WITH ACCESS TO DUE DILIGENCE MATERIALS, THE RESULTS OF ITS DUE
DILIGENCE INVESTIGATION, OR THE PROCEDURES AND DOCUMENTATION FOR THE REGISTERED
OFFERING REFERRED TO ABOVE, THEN CLAUSE (II) OR CLAUSE (III) OF THIS SECTION 18
SHALL APPLY AT THE ELECTION OF COUNTERPARTY; (II) IN ORDER TO ALLOW DEALER TO
SELL THE HEDGE SHARES IN A PRIVATE PLACEMENT,