EFFECTIVENESS OR SUFFICIENCY HEREOF OR OF ANY DOCUMENT OR SECURITY
FURNISHED PURSUANT HERETO. THE TRUSTEE AND ITS DIRECTORS, OFFICERS, EMPLOYEES,
ATTORNEYS AND AGENTS SHALL BE ENTITLED TO RELY ON ANY COMMUNICATION, INSTRUMENT
OR DOCUMENT REASONABLY BELIEVED BY IT OR THEM TO BE GENUINE AND CORRECT AND TO
HAVE BEEN SIGNED OR SENT BY THE PROPER PERSON OR PERSONS.
(B)
THE GRANTOR ACKNOWLEDGES THAT THE RIGHTS AND RESPONSIBILITIES OF
THE TRUSTEE UNDER THIS AGREEMENT WITH RESPECT TO ANY ACTION TAKEN BY THE TRUSTEE
OR THE EXERCISE OR NON-EXERCISE BY THE TRUSTEE OF ANY OPTION, RIGHT, REQUEST,
JUDGMENT OR OTHER RIGHT OR REMEDY PROVIDED FOR HEREIN OR RESULTING OR ARISING
OUT OF THIS AGREEMENT SHALL, AS BETWEEN THE TRUSTEE AND THE HOLDERS OF THE
NOTES, BE GOVERNED BY THE INDENTURE AND BY SUCH OTHER AGREEMENTS WITH RESPECT
THERETO AS MAY EXIST FROM TIME TO TIME AMONG THEM, BUT, AS BETWEEN THE TRUSTEE
AND THE GRANTOR, THE TRUSTEE SHALL BE CONCLUSIVELY PRESUMED TO BE ACTING AS
AGENT FOR THE HOLDERS OF THE NOTES WITH FULL AND VALID AUTHORITY SO TO ACT OR
REFRAIN FROM ACTING, AND THE GRANTOR SHALL NOT BE OBLIGATED OR ENTITLED TO MAKE
ANY INQUIRY RESPECTING SUCH AUTHORITY.
17
SECTION 15.13.
FINAL EXPRESSION.
THIS AGREEMENT, TOGETHER WITH THE INDENTURE
AND ANY OTHER AGREEMENT EXECUTED IN CONNECTION HEREWITH, IS INTENDED BY THE
PARTIES AS A FINAL EXPRESSION OF THIS AGREEMENT AND IS INTENDED AS A COMPLETE
AND EXCLUSIVE STATEMENT OF THE TERMS AND CONDITIONS THEREOF.
SECTION 15.14.
RIGHTS OF HOLDERS OF THE NOTES. NO HOLDER OF NOTES SHALL HAVE
ANY INDEPENDENT RIGHTS HEREUNDER OTHER THAN THOSE RIGHTS GRANTED TO INDIVIDUAL
HOLDERS OF THE NOTES PURSUANT TO THE INDENTURE; PROVIDED THAT NOTHING IN THIS
SUBSECTION SHALL LIMIT ANY RIGHTS GRANTED TO THE TRUSTEE UNDER THE NOTES OR THE
INDENTURE.
SECTION 15.15.
GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL;
WAIVER OF DAMAGES.
(A)
THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED UNDER THE LAWS
OF THE STATE OF NEW YORK.
(B)
ANYTHING CONTAINED IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT
BETWEEN THE TRUSTEE AND THE PLEDGED SECURITIES INTERMEDIARY TO THE CONTRARY
NOTWITHSTANDING, THE "PLEDGED SECURITIES INTERMEDIARY'S JURISDICTION" WITH
RESPECT TO THE PLEDGED SECURITIES FOR PURPOSES OF SECTIONS 8-110(E), 9-305(A)(3)
AND 9-304(B)(1) OF THE UCC SHALL BE THE STATE OF NEW YORK.
(C)
FOR ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT,
THE GRANTOR HEREBY AGREES TO SUBMIT TO THE JURISDICTION OF ANY FEDERAL OR STATE
COURT LOCATED IN THE CITY OF NEW YORK.
(D)
THE GRANTOR AGREES THAT THE TRUSTEE SHALL, IN ITS CAPACITY AS
TRUSTEE OR IN THE NAME AND ON BEHALF OF ANY HOLDER OF NOTES, HAVE THE RIGHT, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (AND TO THE EXTENT THE TRUSTEE
HAS RECEIVED INDEMNITY DEEMED SATISFACTORY TO IT AND HAS AGREED TO DO SO), TO
PROCEED AGAINST THE GRANTOR OR THE COLLATERAL IN A COURT IN ANY LOCATION
REASONABLY SELECTED IN GOOD FAITH (AND HAVING PERSONAL OR IN REM JURISDICTION
OVER THE GRANTOR