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<br /> /gS <br /> Employee Retirement Income Security Act of 1974 ("EISA") are intended to be used <br /> by either party hereto (the "Plan Party") in a Transaction, the Plan Party shall <br /> so notify' the other party prior to the Transaction. The Plan Party shall <br /> represent in writing to the Dther party that the Transaction does not constitute <br /> a prohibited transaction under EISA or is otherwise exempt therefrom, and the <br /> other party may proceed in reliance thereon but shall not be required so to <br /> proceed. <br /> (b)Subject to the last sentence of subparagraph (a) of this paragraph, any <br /> such Transaction shall proceed only if Seller furnishes or has furnished to Buyer <br /> its most recent available audited statement of its financial condition and its <br /> .'-~ most recent subsequent unaudited statement of its financial condition. <br /> (c) By entering into a Transaction pursuant to this paragraph, Seller shall <br /> be deemed (l)to represent to Buyer that since the date of Seller's latest such <br /> financial statements, there has been no material adverse change in Seller's <br /> financial condition which Seller has not disclosed to Buyer, and (II)to agree to <br /> provide Buyer with future audited and unaudited statements of its financial <br /> condition as they are issued, so long as it is a Seller in any outstanding <br /> Transaction involving a Plan Party. <br /> 19. Intent .' <br /> (a)The parties recognize that each Transaction is a "repurchase agreement" <br /> as that term is defined in Section 101(39) of Title 11 of the United States Code, <br /> as amended (except insofar as the type of Securities subject to such Transaction <br /> or the term of such Transaction would render such definition inapplicable:, and <br /> a "securities contract" as that term is defined in Section 741(7) of Title 11 of <br /> the United States Code, as amended. <br /> (b) It is understood that either party's right to liquidate securities <br /> delivered to it in connection with Transactions hereunder <;>r to exercise any <br /> other remedied pursuant to Paragraph 11 hereof, is a contractual right liquidate <br /> such Transaction as described in Sections 555 and 559 of Title 11 of the United <br /> States Code, as amended. <br /> (Name of Party) (Name of Party) <br /> By By <br /> Title Title <br /> Date Date <br /> 18 <br />