OR OPINION IS BASED;
(III)
A STATEMENT THAT, IN THE OPINION OF EACH SUCH PERSON, THE PERSON
HAS MADE SUCH EXAMINATION OR INVESTIGATION AS IS NECESSARY TO ENABLE THE PERSON
TO EXPRESS AN INFORMED OPINION AS TO WHETHER OR NOT SUCH COVENANT OR CONDITION
HAS BEEN COMPLIED WITH; AND
(IV)
A STATEMENT AS TO WHETHER OR NOT, IN THE OPINION OF EACH SUCH
PERSON, SUCH CONDITION OR COVENANT HAS BEEN COMPLIED WITH; PROVIDED, HOWEVER,
THAT, WITH RESPECT TO MATTERS OF FACT, AN OPINION OF COUNSEL MAY RELY ON AN
OFFICERS' CERTIFICATE OR CERTIFICATES OF PUBLIC OFFICIALS.
SECTION 11.05.
RULES BY TRUSTEE, PAYING AGENT OR REGISTRAR.
THE
TRUSTEE MAY MAKE REASONABLE RULES FOR ACTION BY OR AT A MEETING OF HOLDERS.
THE
PAYING AGENT OR REGISTRAR MAY MAKE REASONABLE RULES FOR ITS FUNCTIONS.
SECTION 11.06.
PAYMENT DATE OTHER THAN A BUSINESS DAY.
IF AN
INTEREST PAYMENT DATE, REDEMPTION DATE, PAYMENT DATE, STATED MATURITY OR DATE OF
MATURITY OF ANY NOTE SHALL NOT BE A BUSINESS DAY, THEN PAYMENT OF PRINCIPAL OF,
PREMIUM, IF ANY, OR INTEREST ON SUCH NOTE, AS THE CASE MAY BE, NEED NOT BE MADE
ON SUCH DATE, BUT MAY BE MADE ON THE NEXT SUCCEEDING BUSINESS DAY WITH THE SAME
FORCE AND EFFECT AS IF MADE ON THE INTEREST PAYMENT DATE, PAYMENT DATE OR
REDEMPTION DATE, OR AT THE STATED MATURITY OR DATE OF MATURITY OF SUCH NOTE;
PROVIDED THAT NO INTEREST SHALL ACCRUE FOR THE PERIOD FROM AND AFTER SUCH
INTEREST PAYMENT DATE, PAYMENT DATE, REDEMPTION DATE, STATED MATURITY OR DATE OF
MATURITY, AS THE CASE MAY BE.
62
SECTION 11.07.
GOVERNING LAW.
THIS INDENTURE AND THE NOTES SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
THE TRUSTEE, THE COMPANY AND THE
HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR
THE NOTES.
SECTION 11.08.
NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.
ANY
OTHER INDENTURE, LOAN OR DEBT AGREEMENT OF THE COMPANY MAY NOT BE USED TO
INTERPRET THIS INDENTURE.
SECTION 11.09.
NO RECOURSE AGAINST OTHERS.
NO RECOURSE FOR THE
PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON ANY OF THE NOTES,
OR FOR ANY CLAIM BASED THEREON OR OTHERWISE IN RESPECT THEREOF, AND NO RECOURSE
UNDER OR UPON ANY OBLIGATION, COVENANT OR AGREEMENT OF THE COMPANY CONTAINED IN
THIS INDENTURE OR IN ANY OF THE NOTES, OR BECAUSE OF THE CREATION OF ANY
INDEBTEDNESS REPRESENTED THEREBY, SHALL BE HAD AGAINST ANY INCORPORATOR OR
AGAINST ANY PAST, PRESENT OR FUTURE PARTNER, STOCKHOLDER, OTHER EQUITYHOLDER,
OFFICER, DIRECTOR, EMPLOYEE OR CONTROLLING PERSON, AS SUCH, OF THE COMPANY OR OF
ANY SUCCESSOR PERSON, EITHER DIRECTLY OR THROUGH THE COMPANY OR ANY SUCCESSOR
PERSON, WHETHER BY VIRTUE OF ANY CONSTITUTION, STATUTE OR RULE OF LAW, OR BY THE
ENFORCEMENT OF ANY ASSESSMENT OR PENALTY OR OTHERWISE; IT BEING EXPRESSLY
UNDERSTOOD THAT ALL SUCH LIABILITY IS HEREBY EXPRESSLY WAIVED AND RELEASED AS A