REQUEST OF TRAVELERS SAID
BOND OR BONDS AS WELL AS ANY PERSON ASSUMING CO-SURETYSHIP OR REINSURANCE
THEREUPON.
SECTION 8.2
JOINT AND SEVERAL.
THE AGREEMENTS AND COVENANTS HEREIN CONTAINED
SHALL BE BINDING UPON THE UNDERSIGNED, BOTH JOINTLY AND SEVERALLY, UPON THEIR
SUCCESSORS AND ASSIGNS JOINTLY AND SEVERALLY, PROVIDED, THAT THE PRINCIPALS AND
THE INDEMNITORS MAY NOT ASSIGN THEIR RIGHTS HEREUNDER WITHOUT THE PRIOR WRITTEN
CONSENT OF TRAVELERS.
SECTION 8.3
ATTORNEYS FEES.
THE INDEMNITORS AGREE HEREBY TO PAY THE
REASONABLE ATTORNEYS FEES AND EXPENSES INCURRED BY TRAVELERS IN THE PREPARATION
AND ENFORCEMENT OF THIS AGREEMENT AND THE OTHER UNDERWRITING DOCUMENTS.
SECTION 8.4
APPLICABLE LAW.
THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL
BE CONSTRUED UNDER THE LAWS OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS
PRINCIPLES (OTHER THAN THE PROVISIONS OF 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW).
SECTION 8.5
JURISDICTION FOR SUITS UNDER THIS AGREEMENT.
SEPARATE SUITS MAY
BE BROUGHT HEREUNDER AS CAUSES OF ACTION MAY ACCRUE, AND THE PENDENCY OR
TERMINATION OF ANY SUCH SUIT SHALL NOT BAR ANY ACTION, WHETHER PREVIOUSLY OR
SUBSEQUENTLY ARISING.
PRINCIPALS AND INDEMNITORS CONSENT TO THE JURISDICTION OF
THE STATE AND FEDERAL COURT LOCATED IN HARTFORD, CT TO BRING ANY ACTION AGAINST
THEM UNDER THIS AGREEMENT OR THE BOND(S).
EACH PRINCIPAL AND EACH INDEMNITOR
ARE THE AGENTS FOR ALL PRINCIPALS AND ALL INDEMNITORS FOR THE PURPOSE OF
ACCEPTING SERVICE OF PROCESS.
SECTION 8.6
INDEMNITORS WAIVE DEFENSE OF SUBSEQUENT EXECUTION.
INDEMNITORS
WAIVE ANY DEFENSE THAT THIS AGREEMENT WAS EXECUTED SUBSEQUENT TO ANY BOND,
ADMITTING THAT SUCH BOND WAS EXECUTED PURSUANT TO EACH INDEMNITOR'S REQUEST AND
IN RELIANCE UPON INDEMNITORS' PROMISE TO EXECUTE THIS AGREEMENT.
SECTION 8.7
VALIDITY OF AGREEMENT.
FAILURE TO EXECUTE, OR DEFECTIVE
EXECUTION, BY ANY PARTY SHALL NOT AFFECT THE VALIDITY OF THIS AGREEMENT AS TO
ANY OTHER PARTY EXECUTING THE SAME, AND EACH OTHER PARTY SHALL REMAIN FULLY
BOUND AND LIABLE HEREUNDER.
INVALIDITY OF ANY PORTION OR PROVISION OF THIS
AGREEMENT BY REASON OF THE LAWS OF ANY STATE OR FOR ANY OTHER REASON SHALL NOT
RENDER THE OTHER PROVISIONS OR PORTIONS INVALID.
EXECUTIONS OF ANY APPLICATION
OR SUBMISSION FOR ANY BOND BY ANY PRINCIPAL, OR OF ANY OTHER INDEMNITY AGREEMENT
BY ANY INDEMNITOR FOR THE PRINCIPALS SHALL NOT ABROGATE, WAIVE OR DIMINISH ANY
RIGHTS OF TRAVELERS UNDER THIS AGREEMENT.
THIS AGREEMENT MAY BE EXECUTED
SIMULTANEOUSLY IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL,
BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
34
SECTION 8.8
ORAL MODIFICATIONS INEFFECTIVE.
THIS AGREEMENT MAY NOT BE CHANGED
OR MODIFIED ORALLY.
NO CHANGE OR MODIFICATION TO THIS AGREEMENT SHALL BE
EFFECTIVE UNLESS SPECIFICALLY AGREED TO IN WRITING AND EXECUTED BY TRAVELERS AND
HOLDINGS.
SECTION 8.9
NOTICES.
IT IS MUTUALLY AGREED THAT ANY AND ALL NOTICES OR
DEMANDS HEREIN PROVIDED FOR MUST BE GIVEN IN WRITING AND SHALL BE DEEMED GIVEN
IF AND WHEN DELIVERED IN PERSON OR DULY DEPOSITED IN THE UNITED STATES MAILS,
POSTAGE PREPAID FOR REGULAR OR CERTIFIED MAIL, PROPERLY ADDRESSED