Common use of Consent to Jurisdiction; Waiver of Immunities Clause in Contracts

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of process

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have Guarantor hereby irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court submits to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person any New York state or Federal court sitting in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served York in any legal action or proceeding arising out of or relating to this Guaranty, and the Notes. Service Guarantor hereby irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in New York state or Federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by lawit may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Guarantor agrees and irrevocably consents to the Guarantors have each appointed Cogency Global Inc. as their agent for service of any and all process in any proceedings such action or proceeding by the mailing, by registered or certified U.S. mail, or by any other means or mail that requires a signed receipt, of copies of such process to the Guarantor at its address set forth in section 7.4. The Guarantor 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. Nothing in this Section 7.10 shall affect the right of any holder of the Notes to serve legal process in any other manner permitted by law or affect the right of any holder of the Notes to bring any action or proceeding against the Guarantor or its property in the Borough courts of Manhattan, City and State any other jurisdiction. To the extent that the Guarantor has or hereafter may acquire immunity from jurisdiction of New York. Service of any court or from any legal process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective (whether through service of process upon notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any Guarantor hereby irrevocably waives such immunity in respect of its agents shall be deemed effective service of processobligations under this Guaranty.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors Guarantor have irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee Note Guaranty or this Indenture. The Issuer and the Guarantors Guarantor have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors Guarantor have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors Guarantor will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors Guarantor have each appointed Cogency Global Inc. National Corporate Research, Ltd., located at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as their its agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents agent specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors Guarantor shall be deemed in every respect effective service of process upon the Issuer and the GuarantorsGuarantor, provided, however, that no notice by mail on the Issuer and the Guarantors Guarantor or any of its agents agent shall be deemed effective service of process

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have has irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee Securities or this Indenture. The Issuer and the Guarantors have has irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have has agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note Security remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the NotesSecurities. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each has appointed Cogency Global Inc. Inc., located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as their its agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the GuarantorsIssuer, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of process

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer and the Guarantors have Borrower hereby irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court submits to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service any New York State court sitting in New York County and to the jurisdiction of process is effected upon such Person in the manner specified in United States District Court for the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State Southern District of New York, upon whom process may be served York in any legal action or proceeding arising out of or relating to this Agreement or the Notes. Service , and the Borrower hereby irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in such New York State or Federal court. The Borrower hereby irrevocably waives, to the fullest extent permitted by lawit may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Borrower hereby irrevocably appoints C T Corporation System (the "Process Agent"), with an office on the date hereof at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent to receive on behalf of itself and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Borrower in care of the Process Agent (or any successor thereto, as the case may be) at such Process Agent's above address (or the address of any successor thereto, as the case may be), and the Guarantors have each appointed Cogency Global Inc. as their Borrower hereby irrevocably authorizes and directs the Process Agent (and any successor thereto) to accept such service on its behalf. The Borrower shall appoint a successor agent for service of process should the agency of C T Corporation System terminate for any reason, and further shall at all times maintain an agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York, New York, so long as there shall be outstanding any Obligations under the Loan Documents. Service of process personally delivered upon the agents specified in the preceding paragraph and written The Borrower shall give notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service Agent of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any appointment of its successor agents shall be deemed effective for service of process, and shall obtain from each successor agent a letter of acceptance of appointment and promptly deliver the same to the Agent. As an alternative method of service, the Borrower also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to it at its address specified in Section 8.02

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have Each Subordinated Creditor irrevocably submitted submits to the non-exclusive jurisdiction of any state New York State or federal Federal court sitting in the Borough of Manhattan, The City and State of New York for the purposes of over any suit, action or proceeding arising out of or related relating to the Notes, the Guarantee or this IndentureAgreement. The Issuer and the Guarantors have Each Subordinated Creditor irrevocably waivedwaives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum and any right forum. Each Subordinated Creditor consents to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment process being served in any such suit, action or proceeding brought in such court shall be conclusive and binding by either (a) mailing a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to its address specified pursuant to Section 10 or (b) serving a copy thereof upon such party and may be enforced in any court Subordinated Creditor at its address specified pursuant to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, Section 10. Each Subordinated Creditor agrees that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b) shall, to the Issuer fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. Nothing in this Section 16 shall affect the Guarantorsright of any holder of Obligations to serve process in any manner permitted by law or limit the right of any holder of Obligations to bring proceedings against any Subordinated Creditor in the courts of any other jurisdiction. To the extent that any Subordinated Creditor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, providedattachment prior to judgment, howeverattachment in aid of execution, that no notice execution or otherwise) with respect to itself or its property, such Subordinated Creditor hereby irrevocably waives (to the fullest extent permitted by mail on the Issuer and the Guarantors or any law) such immunity in respect of its agents shall be deemed effective service of processobligations under this Agreement.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have Each Subordinated Creditor irrevocably submitted submits to the non-exclusive jurisdiction of any state New York State or federal court sitting in the Borough of Manhattan, The City and State of New York for the purposes of over any suit, action or proceeding arising out of or related relating to the Notes, the Guarantee or this IndentureAgreement. The Issuer and the Guarantors have Each Subordinated Creditor irrevocably waivedwaives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum and any right forum. Each Subordinated Creditor consents to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment process being served in any such suit, action or proceeding brought in such court shall be conclusive and binding by either (a) mailing a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to its address specified pursuant to Section 10 or (b) serving a copy thereof upon such party and may be enforced in any court Subordinated Creditor at its address specified pursuant to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, Section 10. Each Subordinated Creditor agrees that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b) shall, to the Issuer fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. Nothing in this Section 16 shall affect the Guarantorsright of any holder of Obligations to serve process in any manner permitted by law or limit the right of any holder of Obligations to bring proceedings against any Subordinated Creditor in the courts of any other jurisdiction. To the extent that any Subordinated Creditor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, providedattachment prior to judgment, howeverattachment in aid of execution, that no notice execution or otherwise) with respect to itself or its property, such Subordinated Creditor hereby irrevocably waives (to the fullest extent permitted by mail on the Issuer and the Guarantors or any law) such immunity in respect of its agents shall be deemed effective service of processobligations under this Agreement.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have (a) Guarantor hereby irrevocably submitted submits to the non-exclusive jurisdiction of any state New York or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Guaranty, and the Notes. Service Guarantor hereby irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in such New York or federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by lawthey may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Guarantor hereby irrevocably appoints Xxxx X. Xxxx (the "Process Agent"), with an office on the date hereof at Hondo Oil & Gas Company, 00000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, telephone (000) 000-0000, telecopier (000) 000-0000, as its agent to receive, on behalf of the Guarantor and its property, service of copies of the summons and complaint and any other process that may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Guarantor in care of the Process Agent at the Process Agent's address above, and the Guarantors have each appointed Cogency Global Inc. as their agent for Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Guarantor also irrevocably consents to the service of any and all process in any proceedings in such action or proceeding by the Borough mailing of Manhattan, City and State copies of New York. Service of such process personally delivered upon the agents to Guarantor at its address specified in the preceding paragraph and written notice of Section 11. Guarantor agrees that a final judgment in any such service delivered to the Issuer and the Guarantors action or proceeding shall be deemed conclusive and may be enforced in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice other jurisdictions by mail suit on the Issuer and the Guarantors judgment or in any of its agents shall be deemed effective service of processother manner provided by law.

Consent to Jurisdiction; Waiver of Immunities. The Issuer (a) Each of the Borrowers and the Guarantors have Guarantor hereby irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court submits to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service any New York State court sitting in New York County and to the jurisdiction of process is effected upon such Person in the manner specified in United States District Court for the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State Southern District of New York, upon whom process may be served York in any legal action or proceeding arising out of or relating to this Agreement or any Note or any other Loan Document, and the Notes. Service Borrowers and the Guarantor hereby irrevocably agree that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in such New York State or Federal court. The Borrowers and the Guarantor hereby irrevocably waives, to the fullest extent permitted by lawit may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Each of the Borrowers and the Guarantors have Guarantor hereby irrevocably appoints Poles, Tublin, Patestides & Stratakis, LLP (the "Process Agent"), with an office on the date hereof at 00 Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent to receive on behalf of itself and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Borrowers and the Guarantor in care of the Process Agent (or any successor thereto, as the case may be) at such Process Agent's above address (or the address of any successor thereto, as the case may be), and each appointed Cogency Global Inc. as their Borrower and the Guarantor hereby irrevocably authorizes and directs the Process Agent (and any successor thereto) to accept such service on its behalf. Each of the Borrowers and the Guarantor shall appoint a successor agent for service of process should the agency of Poles, Tublin, Patestides & Stratakis, LLP terminate for any reason, and further shall at all times maintain an agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York, New York, so long as there shall be outstanding any Obligations under the Loan Documents. Service Each of process personally delivered upon the agents specified in Borrower and the preceding paragraph and written Guarantor shall give notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service Agent of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any appointment of its successor agents shall be deemed effective for service of process, and shall obtain from each successor agent a letter of acceptance of appointment and promptly deliver the same to the Agent. As an alternative method of service, each of the Borrowers and the Guarantor also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to it at its address specified in Section 8.02

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have Grantor hereby irrevocably submitted submits to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying courts of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in and for the County of New York, or of the United States of America for the Southern District of New York in any legal action or proceeding arising out of or relating to this Agreement or any other Financing Document, and the Notes. Service Grantor hereby irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in New York state or Federal court. The Grantor hereby irrevocably waives, to the fullest extent permitted by lawit may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Grantor agrees and irrevocably consents to the Guarantors have each appointed Cogency Global Inc. as their agent for service of any and all process in any proceedings such action or proceeding by the mailing, by registered or certified U.S. mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 13 hereof or at such other address as the Grantor shall have specified to each Noteholder and to the Collateral Agent in writing. The Grantor 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. Nothing in this Section 21 shall affect the right of any Noteholder or the Collateral Agent to serve legal process in any other manner permitted by law or affect the right of any Noteholder or the Collateral Agent to bring any action or proceeding against the Grantor or its property in the Borough courts of Manhattan, City and State any other jurisdiction. To the extent that the Grantor has or hereafter may acquire immunity from jurisdiction of New York. Service of any court or from any legal process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective (whether through service of process upon notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any Grantor hereby irrevocably waives such immunity in respect of its agents shall be deemed effective service obligations under this agreement. HOU03:1285802 XXXX RANCH STORAGE, LLC By: Xxxxx X. Xxxxx President and Chief Executive Officer Notice address: Xxxx Ranch Storage, LLC 220 N.W. Second Avenue Portland, Oregon 97209 Attn: Treasurer Fax: 000-000-0000 with a copy to: Northwest Natural Gas Company 000 XX Xxxxxx Xxxxxx, 00xx Xxxxx Portland, Oregon 97209-3991 Attn: XxxxxXxx Xxxxxxxx, Chief Governance Officer and Corporate Secretary Fax: (000)000-0000 Accepted and agreed to by: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Collateral Agent By: ___________________________________ Vice President Notice address: The Prudential Insurance Company of processAmerica c/o Prudential Capital Group 0000 Xxxx Xxxxxx Suite 4200E Dallas, TX 75201 Attn: Managing Director, Energy and Corporate Finance Fax: (000) 000-0000 Schedule A Governmental Offices for Filings Oregon Secretary of State HOU03:1285802 Schedule A Schedule B Chief Executive Office; Principal Places of Business; Locations of Collateral;

Consent to Jurisdiction; Waiver of Immunities. The Issuer Company and each of the Guarantors have irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court submits to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person any New York state or Federal court sitting in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served York in any legal action or proceeding arising out of or relating to this Agreement, and the Notes. Service Company and each of process upon such agent and written notice the Guarantors hereby irrevocably agrees that all claims in respect of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in New York state or Federal Court. The Company and Guarantors each consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in this Paragraph 12K by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to the extent permitted by law, be deemed it at its address specified in every respect effective service Paragraph 12H or at such other address of process upon which such party in any such legal action or proceedingholder shall then have been notified pursuant to said paragraph. The Issuer Company and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of Guarantor agree that such service delivered to the Issuer and the Guarantors upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the Issuer fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the Guarantors, provided, however, United States Postal Service or any reputable commercial delivery service. The Company and each of the Guarantors agrees that no notice a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by mail suit on the Issuer and judgment or in any other manner provided by law. Nothing in this Paragraph 12K shall affect the right of any holder of the Notes to serve legal process in any other manner permitted by law or affect the right of any holder of the Notes to bring any action or proceeding against the Company or any of the Guarantors or its property in the courts of any other jurisdiction. To the extent that the Company or any Guarantor has or hereafter may acquire immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company and each Guarantor hereby irrevocably waives such immunity in respect of its agents shall be deemed effective service of processobligations under this agreement.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have Guarantor hereby irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court submits to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person any New York state or Federal court sitting in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served York in any legal action or proceeding arising out of or relating to this Guaranty, and the Notes. Service Guarantor hereby irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in New York state or Federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by lawit may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Guarantor agrees and irrevocably consents to the Guarantors have each appointed Cogency Global Inc. as their agent for service of any and all process in any proceedings such action or proceeding by the mailing, by registered or certified U.S. mail, or by any other means or mail that requires a signed receipt, of copies of such process to the Guarantor at its address set forth in section 7.4. The Guarantor 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. Nothing in this Section 7.11 shall affect the right of any holder of the Notes to serve legal process in any other manner permitted by law or affect the right of any holder of the Notes to bring any action or proceeding against the Guarantor or its property in the Borough courts of Manhattan, City and State any other jurisdiction. To the extent that the Guarantor has or hereafter may acquire immunity from jurisdiction of New York. Service of any court or from any legal process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective (whether through service of process upon notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any Guarantor hereby irrevocably waives such immunity in respect of its agents shall be deemed effective service of processobligations under this Guaranty.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have irrevocably submitted (a) Guarantor hereby irrevocable submit to the non-exclusive jurisdiction of any state New York or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Guaranty, and the Notes. Service Guarantor hereby irrevocably agree that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in such New York or federal court. The Guarantor hereby irrevocable waive, to the fullest extent permitted by lawthey may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Guarantor hereby irrevocably appoints Xxxxxxx X. XxXxxxxx, Esq., with an office on the date hereof at Hondo Oil & Gas Company, 00000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, telephone (000) 000-0000, telecopier (713) 954- 4601, as their agent to receive on behalf of the Guarantors and their property service of copies of the summons and complaint and any other process that may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Guarantor in care of the Process Agent at the Process Agent's address above, and the Guarantors have each appointed Cogency Global Inc. as hereby irrevocable authorize and direct the Process Agent to accept such service on their agent for behalf. As an alternative method of service, Guarantor also irrevocably consents to the service of any and all process in any proceedings in such action or proceeding by the Borough mailing of Manhattan, City and State copies of New York. Service of such process personally delivered upon the agents to Guarantor at their respective addresses specified in the preceding paragraph and written notice of Section 12. Guarantor agrees that a final judgment in any such service delivered to the Issuer and the Guarantors action or proceeding shall be deemed conclusive and may be enforced in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice other jurisdictions by mail suit on the Issuer and the Guarantors judgment or in any of its agents shall be deemed effective service of processother manner provided by law.

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer Borrower and the Guarantors have hereby irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court submit to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service any New York State court sitting in New York County and to the jurisdiction of process is effected upon such Person in the manner specified in United States District Court for the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State Southern District of New York, upon whom process may be served York in any legal action or proceeding arising out of or relating to this Agreement or the Notes. Service Notes or any other Loan Document, and the Borrower and the Guarantors hereby irrevocably agree that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in such New York State or Federal court. The Borrower and the Guarantors hereby irrevocably waive, to the fullest extent permitted by lawthey may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Borrower and the Guarantors have each appointed Cogency Global Inc. hereby irrevocably appoint CT Corporation Systems (the “Process Agent”), with an office on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as their agent to receive on behalf of themselves and their property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Borrower and the Guarantors in care of the Process Agent (or any successor thereto, as the case may be) at such Process Agent’s above address (or the address of any successor thereto, as the case may be), and the Borrower and the Guarantors hereby irrevocably authorize and direct the Process Agent (and any successor thereto) to accept such service on their behalf. The Borrower and the Guarantors shall appoint a successor agent for service of process should the agency of CT Corporation Systems terminate for any reason, and further shall at all times maintain an agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York, New York, so long as there shall be outstanding any Obligations under the Loan Documents. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer The Borrower and the Guarantors shall be deemed in every respect effective give notice to the Agent of any appointment of successor agents for service of process upon process, and shall obtain from each successor agent a letter of acceptance of appointment and promptly deliver the Issuer and same to the GuarantorsAgent. As an alternative method of service, provided, however, that no notice by mail on the Issuer Borrower and the Guarantors also irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to them at their address specified in Section 8.02 hereof. Without waiver of their rights of appeal permitted by relevant law, the Borrower and the Guarantors agree that a final judgment in any of its agents such action or proceeding shall be deemed effective service of processconclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have parties hereto hereby irrevocably submitted submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, Manhattan in The City and State of New York for the purposes with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to this Indenture or the NotesNotes or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the Guarantee or this Indenturejurisdiction of the aforesaid courts. The Issuer and Each of the Guarantors have parties hereto irrevocably waivedwaives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum and any right to which it may be entitled on account forum. Each of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will irrevocably appoints Cogency Global Inc. (the “Process Agent”), with an office at all times have an 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in to receive on behalf of it and its property service of copies of the Borough of Manhattan, City summons and State of New York, upon whom complaint and any other process which may be served in any legal action or proceeding arising out of or relating Proceeding. If for any reason such Person shall cease to the Notes. Service of process upon be such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough process, each of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective forthwith appoint a new agent of recognized standing for service of process upon in the Issuer State of New York and deliver to the GuarantorsTrustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, provided, however, that no notice any Agent or any Holder to serve process in any other manner permitted by mail on law or to commence legal proceedings or otherwise proceed against the Issuer and the Guarantors or in any other court of its agents shall be deemed effective service of processcompetent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have (a) Guarantor hereby irrevocably submitted submits to the non-exclusive jurisdiction of any state New York or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Guaranty, and the Notes. Service Guarantor hereby irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in such New York or federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by lawthey may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Guarantor hereby irrevocably appoints Xxxx X. Xxxx (the "Process Agent"), with an office on the date hereof at Hondo Oil & Gas Company, 00000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, telephone (000) 000-0000, telecopier (000) 000-0000, as its agent to receive, on behalf of the Guarantor and its property, service of copies of the summons and complaint and any other process that may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Guarantor in care of the Process Agent at the Process Agent's address above, and the Guarantors have each appointed Cogency Global Inc. as their agent for Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Guarantor also irrevocably consents to the service of any and all process in any proceedings in such action or proceeding by the Borough mailing of Manhattan, City and State copies of New York. Service of such process personally delivered upon the agents to Guarantor at its address specified in the preceding paragraph and written notice of Section 10. Xxxxxxxxx agrees that a final judgment in any such service delivered to the Issuer and the Guarantors action or proceeding shall be deemed conclusive and may be enforced in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice other jurisdictions by mail suit on the Issuer and the Guarantors judgment or in any of its agents shall be deemed effective service of processother manner provided by law.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and All judicial proceedings brought against the Guarantors have irrevocably submitted Guarantor with respect to the non-exclusive jurisdiction of this Guaranty may be brought in any state or federal court sitting of competent jurisdiction in the Borough Commonwealth of ManhattanPennsylvania, City and State by execution and delivery of New York for the purposes of any action or proceeding arising out of or related to the Notesthis Guaranty, the Guarantee or Guarantor accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this IndentureGuaranty. The Issuer and the Guarantors have Guarantor irrevocably waived, to the fullest extent permitted by law, waives any objection which right it may have to assert the laying doctrine of forum non conveniens or to object to venue to the venue extent any proceeding is brought in accordance with this Section. The Guarantor designates and appoints its Secretary, at the address set forth on the signature page hereof, and such other Persons as may hereafter be selected by the Guarantor irrevocably agreeing in writing to so serve as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by the Guarantor to be effective and binding service in every respect. A copy of any such action or proceeding brought process so served shall be mailed by registered mail to the Guarantor at its address provided in the applicable signature page hereto, except that unless otherwise provided by applicable law, any failure to mail such a court and copy shall not affect the validity of service of process. If any claim agent appointed by the Guarantor refuses to accept service, the Guarantor hereby agrees that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any service upon it by mail shall constitute sufficient notice. Nothing herein shall affect the right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of serve process in any other manner permitted by law or shall limit the right of the Bank to bring proceedings against the Guarantor in the Borough courts of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processjurisdiction.

Consent to Jurisdiction; Waiver of Immunities. The Issuer Pursuant to the provisions of the Indenture, each of the Company and the Guarantors have Guarantor has irrevocably (1) submitted to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, City and State of Manhattan in New York for the purposes City with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to the NotesIndenture, this Note or the Guarantee annexed to this Note, or any transaction contemplated hereby or thereby (a “Proceeding”), (2) accepted for itself and in respect of its property, generally and unconditionally, the Guarantee or this Indenture. The Issuer and jurisdiction of the Guarantors have irrevocably aforesaid courts, (3) waived, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum forum, and (4) appointed National Registered Agent, Inc., with an office at 875 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any right to other process which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action Proceeding. EXHIBIT B FORM OF TRANSFER NOTICE FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. Please print or proceeding arising out typewrite name and address, including postal zip code, of or relating assignee this Note and all rights hereunder, hereby irrevocably constituting and appointing attorney to transfer said Note on the books of Embraer Overseas Limited with full power of substitution in the premises. In connection with any transfer of this Note occurring prior to the date [which is two years after the original issue date of the Notes. Service of process upon such agent and written notice of such service mailed ,]* [which is on or delivered prior to the party being joined in such action or proceeding shall, to 40th day of the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. Restricted Period (as their agent for service of process in any proceedings defined in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon Indenture governing the agents specified in Notes),]** the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processundersigned confirms that:

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have (a) Guarantor hereby irrevocably submitted submits to the non-exclusive jurisdiction of any state New York or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Guaranty, and the Notes. Service Guarantor hereby irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in such New York or federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by lawthey may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Guarantor hereby irrevocably appoints Xxxx X. Xxxx (the "Process Agent"), with an office on the date hereof at Hondo Oil & Gas Company, 00000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, telephone (000) 000-0000, telecopier (000) 000-0000, as its agent to receive, on behalf of the Guarantor and its property, service of copies of the summons and complaint and any other process that may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Guarantor in care of the Process Agent at the Process Agent's address above, and the Guarantors have each appointed Cogency Global Inc. as their agent for Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Guarantor also irrevocably consents to the service of any and all process in any proceedings in such action or proceeding by the Borough mailing of Manhattan, City and State copies of New York. Service of such process personally delivered upon the agents to Guarantor at its address specified in the preceding paragraph and written notice of Section 11. Xxxxxxxxx agrees that a final judgment in any such service delivered to the Issuer and the Guarantors action or proceeding shall be deemed conclusive and may be enforced in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice other jurisdictions by mail suit on the Issuer and the Guarantors judgment or in any of its agents shall be deemed effective service of processother manner provided by law.