SELLER SHALL NOT BE OBLIGATED TO DEAL DIRECTLY WITH ANY PARTY OTHER
THAN SUCH BUYER IN CONNECTION WITH SUCH TRANSACTIONS, OR, WITH RESPECT TO
PARTICIPATIONS, OR TO PAY OR REIMBURSE SUCH BUYER FOR ANY COSTS THAT WOULD NOT
HAVE BEEN INCURRED BY SUCH BUYER HAD NO PARTICIPATION INTERESTS IN SUCH
TRANSACTIONS BEEN ISSUED.
(C)
SUBJECT TO THE FOREGOING, THE TRANSACTION DOCUMENTS AND ANY
TRANSACTIONS SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
NOTHING IN THE TRANSACTION
DOCUMENTS, EXPRESS OR IMPLIED, SHALL GIVE TO ANY PERSON, OTHER THAN THE PARTIES
TO THE TRANSACTION DOCUMENTS AND THEIR RESPECTIVE SUCCESSORS, ANY BENEFIT OR ANY
LEGAL OR EQUITABLE RIGHT, POWER, REMEDY OR CLAIM UNDER THE TRANSACTION
DOCUMENTS.
20.
GOVERNING LAW
This Agreement shall be governed by the laws of the State of New York without
giving effect to the conflict of law principles thereof.
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21.
NO WAIVERS, ETC.
No express or implied waiver of any Event of Default by either party shall
constitute a waiver of any other Event of Default and no exercise of any remedy
hereunder by any party shall constitute a waiver of its right to exercise any
other remedy hereunder.
No modification or waiver of any provision of this
Agreement and no consent by any party to a departure herefrom shall be effective
unless and until such shall be in writing and duly executed by both of the
parties hereto.
Without limitation on any of the foregoing, the failure to give
a notice pursuant to Section 4(a) or 4(b) hereof will not constitute a waiver of
any right to do so at a later date.
22.
USE OF EMPLOYEE PLAN ASSETS
(A)
IF ASSETS OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ANY PROVISION OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 ("ERISA") ARE INTENDED TO BE
USED BY EITHER PARTY HERETO (THE "PLAN PARTY") IN A TRANSACTION, THE PLAN PARTY
SHALL SO NOTIFY THE OTHER PARTY PRIOR TO THE TRANSACTION.
THE PLAN PARTY SHALL
REPRESENT IN WRITING TO THE OTHER PARTY THAT THE TRANSACTION DOES NOT CONSTITUTE
A PROHIBITED TRANSACTION UNDER ERISA OR IS OTHERWISE EXEMPT THEREFROM, AND THE
OTHER PARTY MAY PROCEED IN RELIANCE THEREON BUT SHALL NOT BE REQUIRED SO TO
PROCEED.
(B)
SUBJECT TO THE LAST SENTENCE OF SUBPARAGRAPH (A) OF THIS SECTION,
ANY SUCH TRANSACTION SHALL PROCEED ONLY IF SELLER FURNISHES OR HAS FURNISHED TO
EACH BUYER ITS MOST RECENT AVAILABLE AUDITED STATEMENT OF ITS FINANCIAL
CONDITION AND ITS MOST RECENT SUBSEQUENT UNAUDITED STATEMENT OF ITS FINANCIAL
CONDITION.
(C)
BY ENTERING INTO A TRANSACTION PURSUANT TO THIS SECTION, SELLER
SHALL BE DEEMED (I) TO REPRESENT TO EACH BUYER THAT SINCE THE DATE OF SELLER'S
LATEST SUCH FINANCIAL STATEMENTS, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN
SELLER'S FINANCIAL CONDITION WHICH SELLER HAS NOT DISCLOSED TO EACH BUYER, AND
(II) TO AGREE TO PROVIDE EACH BUYER WITH FUTURE AUDITED AND UNAUDITED STATEMENTS
OF ITS FINANCIAL CONDITION AS THEY ARE ISSUED, SO LONG AS