SHALL CONSULT
WITH ITS OWN ADVISORS CONCERNING SUCH MATTERS AND SHALL BE RESPONSIBLE FOR
MAKING ITS OWN INDEPENDENT INVESTIGATION AND APPRAISAL OF THE TRANSACTIONS
CONTEMPLATED HEREBY, AND NO INITIAL PURCHASER SHALL HAVE ANY RESPONSIBILITY OR
LIABILITY TO THE COMPANY WITH RESPECT THERETO.
ANY REVIEW BY ANY INITIAL
PURCHASER OF THE COMPANY AND THE TRANSACTIONS CONTEMPLATED HEREBY OR OTHER
MATTERS RELATING TO SUCH TRANSACTIONS WILL BE PERFORMED SOLELY FOR THE BENEFIT
OF SUCH INITIAL PURCHASER AND SHALL NOT BE ON BEHALF OF THE COMPANY OR ANY OTHER
PERSON.
SECTION 13.
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER
SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN IF MAILED OR
TRANSMITTED BY ANY STANDARD FORM OF TELECOMMUNICATION.
NOTICES TO THE INITIAL
PURCHASERS SHALL BE DIRECTED TO LEHMAN BROTHERS INC. AT 745 SEVENTH AVENUE, NEW
YORK, NY 10009, ATTENTION: DEBT CAPITAL MARKETS, FINANCIAL INSTITUTIONS GROUP,
WITH A COPY TO THE GENERAL COUNSEL AT THE SAME ADDRESS, AND TO
16
GOLDMAN, SACHS & CO. AT 85 BROAD STREET, NEW YORK, NY 10005.
NOTICES TO THE
COMPANY SHALL BE DIRECTED TO FINANCIAL SECURITY ASSURANCE INC. AT 31 W.
52ND STREET, NEW YORK, NY 10019 ATTENTION:
GENERAL COUNSEL.
SECTION 14.
PARTIES.
THIS AGREEMENT SHALL EACH INURE TO THE BENEFIT
OF AND BE BINDING UPON EACH INITIAL PURCHASER, THE COMPANY, AND THEIR RESPECTIVE
SUCCESSORS.
THIS AGREEMENT AND THE TERMS AND PROVISIONS HEREOF ARE FOR THE SOLE
BENEFIT OF ONLY THOSE PERSONS, EXCEPT THAT (A) THE REPRESENTATIONS, WARRANTIES,
INDEMNITIES AND AGREEMENTS OF THE COMPANY CONTAINED IN THIS AGREEMENT SHALL ALSO
BE DEEMED TO BE FOR THE BENEFIT OF THE PERSON OR PERSONS, IF ANY, WHO CONTROL
ANY INITIAL PURCHASER WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR
SECTION 20 OF THE EXCHANGE ACT AND (B) THE INDEMNITY AGREEMENT OF THE INITIAL
PURCHASERS CONTAINED IN SECTION 7 HEREOF SHALL ALSO BE DEEMED TO BE FOR THE
BENEFIT OF THE PERSON OR PERSONS, IF ANY, WHO CONTROLS THE COMPANY WITHIN THE
MEANING OF SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO GIVE ANY PERSON, OTHER THAN THE
PERSONS REFERRED TO IN THIS PARAGRAPH, ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR
CLAIM UNDER OR IN RESPECT OF THIS AGREEMENT OR ANY PROVISION CONTAINED HEREIN.
SECTION 15.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICTS OF LAWS PROVISIONS THEREOF.
SECTION 16.
HEADINGS.
THE ARTICLE AND SECTION HEADINGS HEREIN ARE
FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION HEREOF.
SECTION 17.
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN ONE OR
MORE COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
SECTION 18.
TAX CONFIDENTIALITY WAIVER.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED HEREIN, ALL PERSONS MAY DISCLOSE TO ANY AND ALL PERSONS,
WITHOUT LIMITATION OF ANY KIND, THE FEDERAL INCOME TAX TREATMENT OF THE