Message-ID: <7385647.1075858821044.JavaMail.evans@thyme> Date: Tue, 3 Jul 2001 09:07:00 -0700 (PDT) From: tammy.botsford@morganstanley.com To: sara.shackleton@enron.com Subject: Proposed language for section 8(b) "Binding Effect" Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: quoted-printable X-From: Tammy Botsford @ENRON X-To: Shackleton, Sara X-cc: X-bcc: X-Folder: \SSHACKL (Non-Privileged)\Shackleton, Sara\Inbox X-Origin: Shackleton-S X-FileName: SSHACKL (Non-Privileged).pst Sara, Here is the language for "Binding Effect". Please take a look and l= et me know if it gets you what you need. I've attached the Assignment and = Assumption agreement for your review.=20 Regards,=20 Tammy=20 Binding Effect. This Agreement shall be binding on and inure to the bene= fit of the parties and their successors. In the event that Morgan Stanley = (i) merges with another entity, or (ii) ceases to be a FCM or (iii) is requ= ired by Applicable Law to transfer its Customer accounts to another FCM, Mo= rgan Stanley shall have the right to transfer or assign this Agreement (and= thereby the Account) to any successor entity or to another properly regist= ered futures commission merchant in its sole and absolute discretion and wi= thout obtaining the consent of Customer. Notwithstanding the foregoing, in= the event of items (ii) or (iii) immediately above, if permitted by Applic= able Law and in the event that Morgan Stanley's position would not be jeopa= rdized thereby, Morgan Stanley will make reasonable efforts under the circu= mstances to consult Customer for its preference of FCM before assigning thi= s Agreement. Customer may assign this agreement provided Customer obtains = Morgan Stanley's consent by using Morgan Stanley's version of Assignment an= d Assumption agreement (a copy of which will be provided to Customer) signe= d by the Customer, the party to which the Agreement is to be assigned, and = Morgan Stanley. - Assignment-Assumption.doc=20 - Tammy.Botsford.vcf