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 SUBSECTION (A) OF THIS SECTION 27,
ANY SUCH TRANSACTION SHALL PROCEED ONLY IF SELLER FURNISHES OR HAS FURNISHED TO
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 27, SELLER
SHALL BE DEEMED TO REPRESENT TO 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 BUYER WHICH WOULD AFFECT,
IN ANY MATERIAL RESPECT, SELLER'S ABILITY TO PERFORM ITS OBLIGATIONS HEREUNDER.
28.
NO PERSONAL LIABILITY; FURTHER ASSURANCES; MISCELLANEOUS
(A)
NONE OF THE OFFICERS, MEMBERS, SHAREHOLDERS OR DIRECTORS OF SELLER
SHALL BE LIABLE FOR THE PAYMENT OR PERFORMANCE OF SELLER HEREUNDER.
(B)
SELLER AGREES THAT, FROM TIME TO TIME UPON THE PRIOR WRITTEN
REQUEST OF BUYER, IT SHALL (I) EXECUTE AND DELIVER SUCH FURTHER DOCUMENTS,
PROVIDE SUCH ADDITIONAL INFORMATION AND REPORTS AND PERFORM SUCH OTHER ACTS AS
BUYER MAY REASONABLY REQUEST IN ORDER TO INSURE COMPLIANCE WITH THE PROVISIONS
HEREOF (INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH THE UNITING AND
STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND
OBSTRUCT TERRORISM (USA PATRIOT ACT) ACT OF 2001) AND TO FULLY EFFECTUATE THE
PURPOSES OF THIS AGREEMENT AND (II) PROVIDE SUCH OPINIONS OF COUNSEL CONCERNING
MATTERS RELATING TO THIS AGREEMENT AS BUYER MAY REASONABLY REQUEST; PROVIDED,
HOWEVER, THAT NOTHING IN THIS SECTION 28(B)
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SHALL BE CONSTRUED AS REQUIRING BUYER TO CONDUCT ANY INQUIRY OR DECREASING
SELLER'S RESPONSIBILITY FOR ITS STATEMENTS, REPRESENTATIONS, WARRANTIES OR
COVENANTS HEREUNDER.
(C)
TIME IS OF THE ESSENCE UNDER THE TRANSACTION DOCUMENTS AND ALL
TRANSACTIONS THEREUNDER AND ALL REFERENCES TO A TIME SHALL MEAN NEW YORK TIME IN
EFFECT ON THE DATE OF THE ACTION UNLESS OTHERWISE EXPRESSLY STATED IN THE
TRANSACTION DOCUMENTS.
(D)
ALL RIGHTS, REMEDIES AND POWERS OF BUYER HEREUNDER AND IN
CONNECTION HEREWITH ARE IRREVOCABLE AND CUMULATIVE, AND NOT ALTERNATIVE OR
EXCLUSIVE, AND SHALL BE IN ADDITION TO ALL OTHER RIGHTS, REMEDIES AND POWERS OF
BUYER WHETHER UNDER LAW, EQUITY OR AGREEMENT. IN ADDITION TO THE RIGHTS AND
REMEDIES GRANTED TO IT IN THIS AGREEMENT, BUYER SHALL HAVE ALL RIGHTS AND
REMEDIES OF A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE.
(E)
THE TRANSACTION DOCUMENTS MAY BE EXECUTED IN COUNTERPARTS, EACH OF
WHICH SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE