RECEIPT REQUESTED), OR BY COURIER, OR BY FACSIMILE, WITH
SUBSEQUENT TELEPHONE CONFIRMATION OF RECEIPT THEREOF, IN EACH CASE AT THE
ADDRESS OF SUCH HOLDER AS SHOWN IN THE NOTE REGISTER OR TO THE TELEPHONE AND FAX
NUMBER FURNISHED BY SUCH NOTEHOLDER.
NOTICE SHALL BE EFFECTIVE AND DEEMED
RECEIVED (A) TWO DAYS AFTER BEING DELIVERED TO THE COURIER SERVICE, IF SENT BY
COURIER, (B) UPON RECEIPT OF CONFIRMATION OF TRANSMISSION, IF SENT BY TELECOPY,
OR (C) WHEN DELIVERED, IF DELIVERED BY HAND.
ANY RIGHTS TO NOTICES CONVEYED TO
A RATING AGENCY (IF APPLICABLE) PURSUANT TO THE TERMS OF THIS INDENTURE WITH
RESPECT TO ANY SERIES OR CLASS SHALL TERMINATE IMMEDIATELY IF SUCH RATING AGENCY
(IF APPLICABLE) NO LONGER HAS A RATING OUTSTANDING WITH RESPECT TO SUCH SERIES
OR CLASS.
SECTION 1308.
CONSENT TO JURISDICTION.
ANY LEGAL SUIT, ACTION OR PROCEEDING
AGAINST THE ISSUER ARISING OUT OF OR RELATING TO THIS INDENTURE, OR ANY
TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT
IN THE CITY OF NEW YORK, STATE OF NEW YORK AND THE ISSUER HEREBY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF ENFORCING THIS
INDENTURE, THE ISSUER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.
THE
ISSUER HEREBY IRREVOCABLY APPOINTS AND DESIGNATES CT CORPORATION SYSTEMS HAVING
AN ADDRESS AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, ITS TRUE AND LAWFUL
ATTORNEY-IN-FACT AND DULY AUTHORIZED AGENT FOR THE LIMITED PURPOSE OF ACCEPTING
SERVICING OF LEGAL PROCESS AND THE ISSUER AGREES THAT SERVICE OF PROCESS UPON
SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCH PERSON.
THE ISSUER SHALL MAINTAIN THE DESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED
AGENT UNTIL ALL AMOUNTS PAYABLE UNDER THIS INDENTURE SHALL HAVE BEEN PAID IN
FULL.
IF SUCH AGENT SHALL CEASE TO SO ACT, EACH OF THE AGENT AND THE SELLER
SHALL IMMEDIATELY DESIGNATE AND APPOINT ANOTHER SUCH AGENT SATISFACTORY TO THE
71
INDENTURE TRUSTEE AND SHALL PROMPTLY DELIVER TO THE INDENTURE TRUSTEE EVIDENCE
IN WRITING OF SUCH OTHER AGENT'S ACCEPTANCE OF SUCH APPOINTMENT.
SECTION 1309.
CAPTIONS.
THE CAPTIONS OR HEADINGS IN THIS INDENTURE ARE FOR
CONVENIENCE ONLY AND IN NO WAY DEFINE, LIMIT OR DESCRIBE THE SCOPE OR INTENT OF
ANY PROVISIONS OR SECTIONS OF THIS INDENTURE.
SECTION 1310.
GOVERNING LAW.
THIS INDENTURE SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW.
SECTION 1311.
NO PETITION.
THE INDENTURE TRUSTEE, ON ITS OWN BEHALF, HEREBY
COVENANTS AND AGREES, AND EACH NOTEHOLDER BY ITS ACQUISITION OF A NOTE SHALL BE
DEEMED TO COVENANT AND AGREE, THAT IT WILL NOT INSTITUTE AGAINST THE ISSUER ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS,
OR OTHER PROCEEDINGS UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW, AT
ANY TIME OTHER THAN ON A DATE WHICH IS