AUTHORIZED AGENT TO RECEIVE AND FORWARD ON ITS BEHALF SERVICE OF ANY AND ALL
PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH
COURT AND AGREES THAT SERVICE OF PROCESS UPON CT CORPORATION SYSTEM SHALL BE
DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT,
ACTION OR PROCEEDING AND SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE
UPON IT.
EACH PARTY HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(B)
THE CAPTIONS IN THIS AGREEMENT ARE INCLUDED FOR CONVENIENCE ONLY
AND IN NO WAY DEFINE OR LIMIT ANY OF THE PROVISIONS HEREOF OR OTHERWISE AFFECT
THEIR CONSTRUCTION OR EFFECT.
26
(C)
IN THE EVENT ANY PROVISION OF THIS AGREEMENT SHALL BE HELD INVALID
OR UNENFORCEABLE BY ANY COURT OF COMPETENT JURISDICTION, SUCH HOLDING SHALL NOT
INVALIDATE OR RENDER UNENFORCEABLE ANY OTHER PROVISION HEREOF.
(D)
THIS AGREEMENT (INCLUDING EXHIBIT A ATTACHED HERETO) MAY NOT BE
AMENDED OR MODIFIED OR ANY PROVISION THEREOF WAIVED (I) EXCEPT BY AN INSTRUMENT
IN WRITING SIGNED BY BOTH OF THE PARTIES HERETO OR, IN THE CASE OF A WAIVER, BY
THE PARTY WAIVING COMPLIANCE AND (II) IN EACH CASE, IN COMPLIANCE WITH
SECTION 15.1(F) OF THE INDENTURE, INCLUDING WITH RESPECT TO SATISFACTION OF THE
RATING AGENCY CONDITION.
THIS AGREEMENT (INCLUDING EXHIBIT A ATTACHED HERETO)
MAY BE MODIFIED WITHOUT THE PRIOR WRITTEN CONSENT OF THE TRUSTEE, ANY HEDGE
COUNTERPARTY OR THE HOLDERS OF NOTES TO CORRECT ANY INCONSISTENCY OR CURE ANY
AMBIGUITY OR MISTAKE.
ANY OTHER AMENDMENT OF THIS AGREEMENT (INCLUDING EXHIBIT
A ATTACHED HERETO) SHALL REQUIRE THE PRIOR WRITTEN CONSENT OF THE TRUSTEE AND
EACH HEDGE COUNTERPARTY, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD AND IS
SUBJECT TO THE SATISFACTION OF THE RATING AGENCY CONDITION.
(E)
THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING AND AGREEMENT
BETWEEN THE PARTIES HERETO AND SUPERSEDES ALL OTHER PRIOR AND CONTEMPORANEOUS
UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, BETWEEN THE PARTIES
HERETO CONCERNING THIS SUBJECT MATTER (OTHER THAN THE INDENTURE).
(F)
THE COLLATERAL MANAGER HEREBY AGREES AND CONSENTS TO THE TERMS OF
SECTION 15.1(F) OF THE INDENTURE APPLICABLE TO THE COLLATERAL MANAGER AND SHALL
PERFORM ANY PROVISIONS OF THE INDENTURE MADE APPLICABLE TO THE COLLATERAL
MANAGER BY THE INDENTURE AS REQUIRED BY SECTION 15.1(F) OF THE INDENTURE.
(G)
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH
OF WHICH SO EXECUTED SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH COUNTERPARTS
SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
(H)
THE WORDS "INCLUDE," "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO
BE FOLLOWED BY THE PHRASE "BUT NOT LIMITED TO."
(I)
SUBJECT TO