OFFICERS AND EMPLOYEES OF THE INITIAL PURCHASERS AND EACH
PERSON OR PERSONS, IF ANY, CONTROLLING ANY INITIAL PURCHASER WITHIN THE MEANING
OF SECTION 15 OF THE SECURITIES 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, THE GUARANTORS 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
NOTES 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 AND THE GUARANTORS ACKNOWLEDGE AND
AGREE 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, ANY
GUARANTOR 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 OR THE GUARANTORS, INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO THE DETERMINATION OF THE PURCHASE PRICE OF THE
NOTES, AND SUCH RELATIONSHIP BETWEEN THE COMPANY AND THE GUARANTORS, ON THE ONE
HAND, AND THE INITIAL PURCHASERS, ON THE OTHER, IS ENTIRELY AND SOLELY
COMMERCIAL, BASED ON ARMS-LENGTH NEGOTIATIONS; (III) ANY DUTIES AND OBLIGATIONS
THAT THE INITIAL PURCHASERS MAY HAVE TO THE COMPANY AND THE GUARANTORS 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 AND THE GUARANTORS. THE COMPANY AND THE
GUARANTORS HEREBY WAIVE ANY CLAIMS THAT THE COMPANY AND THE GUARANTORS MAY HAVE
AGAINST THE INITIAL PURCHASERS WITH RESPECT TO ANY BREACH OF FIDUCIARY DUTY IN
CONNECTION WITH THE NOTES.
18.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS AND, IF EXECUTED IN MORE THAN ONE COUNTERPART, THE EXECUTED
COUNTERPARTS SHALL EACH BE DEEMED TO BE AN ORIGINAL BUT ALL SUCH COUNTERPARTS
SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
31
19.
HEADINGS. THE HEADINGS HEREIN ARE INSERTED FOR CONVENIENCE OF
REFERENCE ONLY