THE MEANING OF
SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT TO THE EXTENT
NECESSARY FOR SUCH PERSON TO EXERCISE ITS RIGHTS UNDER SECTION 8 HEREOF.
NOTHING IN THIS AGREEMENT IS INTENDED OR SHALL BE CONSTRUED TO GIVE ANY PERSON,
OTHER THAN THE PERSONS REFERRED TO IN THIS SECTION 14, 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 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 SECURITIES 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.
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17.
NO FIDUCIARY DUTY.
THE COMPANY ACKNOWLEDGES
AND AGREES 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, 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, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE DETERMINATION OF
THE PURCHASE PRICE OF THE SECURITIES, AND SUCH RELATIONSHIP BETWEEN THE COMPANY,
AND THE INITIAL PURCHASERS IS ENTIRELY AND SOLELY COMMERCIAL, BASED ON
ARMS-LENGTH NEGOTIATIONS; (III) ANY DUTIES AND OBLIGATIONS THAT THE INITIAL
PURCHASERS MAY HAVE TO THE COMPANY 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.
THE COMPANY HEREBY WAIVE ANY CLAIMS THAT THE COMPANY MAY HAVE AGAINST
THE INITIAL PURCHASERS WITH RESPECT TO ANY BREACH OF FIDUCIARY DUTY IN
CONNECTION WITH THE SECURITIES.
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.
19.
HEADINGS.
THE HEADINGS HEREIN ARE INSERTED
FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT INTENDED TO BE PART OF, OR TO
AFFECT THE MEANING OR INTERPRETATION OF, THIS AGREEMENT.
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If the foregoing correctly sets forth the agreement between