MAY BE LIMITED BY APPLICABLE LAW.
(B)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY SUCH PURCHASER OF THE TRANSACTION DOCUMENTS AND THE CONSUMMATION
BY IT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY TO WHICH IT IS A PARTY
DO NOT AND WILL NOT (I) CONFLICT WITH OR VIOLATE ANY PROVISION OF SUCH
PURCHASER'S CERTIFICATE OR ARTICLES OF INCORPORATION, BYLAWS OR OTHER
ORGANIZATIONAL OR CHARTER DOCUMENTS, OR (II) CONFLICT WITH, OR CONSTITUTE A
DEFAULT (OR AN EVENT THAT WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD BECOME A
DEFAULT) UNDER, RESULT IN THE CREATION OF ANY LIEN UPON ANY OF THE PROPERTIES OR
ASSETS OF SUCH PURCHASER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION,
AMENDMENT, ACCELERATION OR CANCELLATION (WITH OR WITHOUT NOTICE, LAPSE OF TIME
OR BOTH) OF, ANY AGREEMENT, CREDIT FACILITY, DEBT OR OTHER INSTRUMENT
(EVIDENCING A PURCHASER DEBT OR OTHERWISE) OR OTHER UNDERSTANDING TO WHICH SUCH
PURCHASER IS A PARTY OR BY WHICH ANY PROPERTY OR ASSET OF SUCH PURCHASER IS
BOUND OR AFFECTED, OR (III) CONFLICT WITH OR RESULT IN A VIOLATION OF ANY LAW,
RULE, REGULATION, ORDER, JUDGMENT, INJUNCTION, DECREE OR OTHER RESTRICTION OF
ANY COURT OR GOVERNMENTAL AUTHORITY TO WHICH SUCH PURCHASER IS SUBJECT
(INCLUDING FEDERAL AND STATE SECURITIES LAWS AND REGULATIONS), OR BY WHICH ANY
PROPERTY OR ASSET OF SUCH PURCHASER IS BOUND OR AFFECTED EXCEPT IN THE CASE OF
EACH OF CLAUSES (II) AND (III), SUCH AS WOULD NOT REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT ON SUCH PURCHASER'S ABILITY TO PERFORM IN ANY MATERIAL
RESPECT ITS OBLIGATIONS UNDER ANY TRANSACTION DOCUMENTS.
14
(C)
FILINGS, CONSENTS AND APPROVALS.
NEITHER
SUCH PURCHASER NOR ANY OF ITS AFFILIATES OR RELATED COMPANIES IS REQUIRED TO
OBTAIN ANY CONSENT, WAIVER, AUTHORIZATION, APPROVAL OR ORDER OF, GIVE ANY NOTICE
TO, OR MAKE ANY FILING OR REGISTRATION WITH, ANY COURT OR OTHER FEDERAL, STATE,
LOCAL OR OTHER GOVERNMENTAL AUTHORITY OR OTHER PERSON (INCLUDING, WITHOUT
LIMITATION, ANY APPROVAL, NOTICE AND/OR FILING WITH FEDERAL OR STATE BANK
REGULATORY AUTHORITIES, UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENT ACT OF
1976, AS AMENDED, OR OTHERWISE) IN CONNECTION WITH THE EXECUTION, DELIVERY AND
PERFORMANCE BY SUCH PURCHASER OF THE TRANSACTION DOCUMENTS, OTHER THAN, TO THE
EXTENT SUCH PURCHASER'S BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK
(DETERMINED IN ACCORDANCE WITH IN ACCORDANCE WITH THE EXCHANGE ACT AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER) AFTER GIVING EFFECT TO THE
PURCHASE AND SALE TO ALL PURCHASERS CONTEMPLATED HEREBY, WOULD EXCEED 5%, THE
FILING WITH THE COMMISSION OF A SCHEDULE 13G WITH RESPECT TO ITS PURCHASE OF
SECURITIES HEREUNDER.
(D)
INDEPENDENT INVESTMENT DECISION.
SUCH
PURCHASER (I) IS NOT AFFILIATED WITH ANY OTHER PURCHASER, INVESTOR OR PROPOSED
INVESTOR IN THE COMPANY, (II) REACHED ITS DECISION TO INVEST IN THE COMPANY
INDEPENDENTLY FROM EACH OTHER PURCHASER, INVESTOR OR PROPOSED INVESTOR IN THE
COMPANY, AND (III) HAS ENTERED INTO NO AGREEMENTS WITH THE OTHER PURCHASERS,
INVESTORS OR PROPOSED INVESTORS IN THE COMPANY FOR THE PURPOSE OF CONTROLLING
THE COMPANY.
(E)
OWN ACCOUNT.
SUCH PURCHASER IS ACQUIRING
THE SECURITIES