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Enron Mail |
Pursuant to the request of Sara Shackleton, following for your review is th=
e=20 arbitration language contained in the draft ISDA Master Agreement being=20 negotiated between Lehman Brothers Finance S.A. and Enron Corp. (h) Jurisdiction. Section 13(b) is hereby deleted in its entirety and=20 replaced with the following: (b) Agreement To Arbitrate: Any claim, counterclaim, demand, cause of=20 action, dispute, and controversy arising out of or relating to this Agreeme= nt=20 or the relationship established by this Agreement, any provision hereof, th= e=20 alleged breach thereof, or in any way relating to the subject matter of thi= s=20 Agreement, involving the parties and/or their respective representatives=20 (collectively the =01&Claims=018), even though some or all of such Claims a= llegedly=20 are extra-contractual in nature, whether such Claims sound in contract, tor= t,=20 or otherwise, at law or in equity, under state or federal law, whether=20 provided by statute or the common law, for damages or any other relief, sha= ll=20 be resolved by binding arbitration. Conduct Of The Arbitration, And Authority Of The Arbitrators: Arbitration= =20 shall be governed by the Federal Arbitration Act and conducted in accordanc= e=20 with the Commercial Arbitration Rules of the American Arbitration=20 Association. The validity, construction, and interpretation of this=20 agreement to arbitrate, and all procedural aspects of the arbitration=20 conducted pursuant hereto shall be decided by the arbitrators. In deciding= =20 the substance of the parties=01, Claims, the arbitrators shall refer to the= =20 Governing Law. It is agreed that the arbitrators shall have no authority t= o=20 award treble, exemplary or punitive damages of any type under any=20 circumstances whether or not such damages may be available under state or= =20 federal law, or under the Federal Arbitration Act, or under the Commercial= =20 Arbitration Rules of the American Arbitration Association, the parties here= by=20 waiving their right, if any, to recover any such damages. Forum For The Arbitration And Selection Of Arbitrators: The arbitration=20 proceeding shall be conducted in New York, New York. Within thirty days of= =20 the notice of initiation of the arbitration procedure, each party shall=20 select one arbitrator. The two arbitrators shall select a third arbitrator= . =20 The third arbitrator shall be a person who has over eight years professiona= l=20 experience in over-the-counter derivative products and who has not previous= ly=20 been employed by either party and does not have a direct or indirect intere= st=20 in either party or the subject matter of the arbitration. While the third= =20 arbitrator shall be neutral, the two party-appointed arbitrators are not=20 required to be neutral, and it shall not be grounds for removal of either o= f=20 the two party-appointed arbitrators or for vacating the arbitrators=01, awa= rd=20 that either of such arbitrators has past or present minimal relationships= =20 with the party that appointed such arbitrator. Confidentiality: To the fullest extent permitted by law, any arbitration= =20 proceeding and the arbitrators award shall be maintained in confidence by t= he=20 parties.
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