Common use of Governing Law; Submission to Jurisdiction; Service of Process Clause in Contracts

Governing Law; Submission to Jurisdiction; Service of Process. This Agreement, each Election to Participate, each Election to Terminate and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, 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 proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Borrower hereby appoints CT Corporation System its authorized agent to accept and acknowledge service of any and all processes which may be served in any suit, action or proceeding of the nature referred to in this Section 11.09 and consents to process being served in any such suit, action or proceeding upon CT Corporation System in any manner or by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such Borrower's address referred to in Section 11.01; and (d) agrees that such service (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 fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. A copy of any summons or complaint served on an Eligible Subsidiary pursuant to the foregoing shall be sent to the Company by registered or certified mail. Each Eligible Subsidiary represents and warrants that CT Corporation System has agreed in writing to accept such appointment and that true copies of such acceptance will be furnished to the Agent prior to or concurrently with delivery of such Eligible Subsidiary's Election to Participate. Nothing in this Section 11.09 shall affect the right of any Bank to serve process in any manner permitted by law or limit the right of any Bank to bring proceedings against the Company or any Eligible Subsidiary in the courts of any jurisdiction or jurisdictions.

Governing Law; Submission to Jurisdiction; Service of Process. This Agreement, each Election to Participate, each Election to Terminate and each Note Indenture shall be governed by by, and construed in accordance with with, the laws of the State of New York. Each Borrower hereby The Company submits to the nonexclusive non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States District Court for of America, in each case located in the Southern District Borough of Manhattan, New York, New York and of over any New York State court sitting suit, action or proceeding arising under or in New York City for purposes of all legal proceedings arising out of or relating to connection with this Agreement Indenture or the transactions contemplated herebyhereby or the Securities. Each Borrower irrevocably waives, to the fullest extent permitted by law, The Company waives any objection which that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated hereby or the Securities in the courts of the State of New York or the courts of the United States of America, in each case located in the Borough of Manhattan, New York, New York, or that such suit, action or proceeding brought in such a court and any claim that any such proceeding brought the courts of the State of New York or the courts of the United States of America, in such a court has been each case located in the Borough of Manhattan, New York, New York, was brought in an inconvenient forumcourt and agrees not to plead or claim the same. Each Borrower hereby appoints CT Corporation System its authorized agent to accept and acknowledge The Company agrees that service of any all writs, process and all processes which may be served summonses in any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated thereby or the Securities against the Company in any court of the nature referred to State of New York or any United States Federal court, in this Section 11.09 and consents to process being served each case, sitting in any such suitthe Borough of Manhattan, action or proceeding New York, New York, may be made upon CT Corporation System in any manner or by at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such Borrower's address referred to in Section 11.01; and (d) agrees that such service (i) shall be deemed in every respect effective Company irrevocably appoints as its authorized agent for service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to itprocess. A copy of any summons or complaint served on an Eligible Subsidiary pursuant to the foregoing shall be sent to the The Company by registered or certified mail. Each Eligible Subsidiary represents and warrants that CT Corporation System has agreed in writing to accept act as the Company's agent for service of process. The Company agrees that such appointment shall be irrevocable until the irrevocable appointment by the Company of a successor in New York, New York as its authorized agent for such purpose and that true copies the acceptance of such acceptance will appointment by such successor. The Company further agrees to take any and all action, including the filing of any and all documents and instruments that may be furnished necessary to continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the agent for service of process for the Company, the Company shall appoint without delay, another such agent and provide prompt written notice to the Agent prior to or concurrently with delivery Trustee of such Eligible Subsidiary's Election to Participate. Nothing in this Section 11.09 shall affect the right of any Bank to serve process in any manner permitted by law or limit the right of any Bank to bring proceedings against the Company or any Eligible Subsidiary in the courts of any jurisdiction or jurisdictionsappointment.

Governing Law; Submission to Jurisdiction; Service of Process. This Agreement, each Election to Participate, each Election to Terminate and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, 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 proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Borrower hereby appoints CT Corporation System its authorized agent to accept and acknowledge service of any and all processes which may be served in any suit, action or proceeding of the nature referred to in this Section 11.09 11.08 and consents to process being served in any such suit, action or proceeding upon CT Corporation System in any manner or by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such Borrower's address referred to in Section 11.01; and (d) agrees that such service (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 fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. A copy of any summons or complaint served on an Eligible Subsidiary pursuant to the foregoing shall be sent to the Company by registered or certified mail. Each Eligible Subsidiary represents and warrants that CT Corporation System has agreed in writing to accept such appointment and that true copies of such acceptance will be furnished to the Agent prior to or concurrently with delivery of such Eligible Subsidiary's Election to Participate. Nothing in this Section 11.09 11.08 shall affect the right of any Bank to serve process in any manner permitted by law or limit the right of any Bank to bring proceedings against the Company or any Eligible Subsidiary in the courts of any jurisdiction or jurisdictions.

Governing Law; Submission to Jurisdiction; Service of Process. This Agreement, each Election to Participate, each Election to Terminate and each Note Indenture shall be governed by by, and construed in accordance with with, the laws of the State of New York. Each Borrower hereby The Company and the Guarantor submits to the nonexclusive non-exclusive jurisdiction of the competent courts of the State of New York and the courts of the United States District Court for of America, in each case located in the Southern District Borough of Manhattan, New York, New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, 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 proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Borrower hereby appoints CT Corporation System its authorized agent to accept and acknowledge service of any and all processes which may be served in over any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated hereby or the Securities. The Company and the Guarantor waive any objection that it may have to the venue of any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated hereby or the Securities in the courts of the nature referred State of New York or the courts of the United States of America, in each case located in the Borough of Manhattan, New York, New York, or that such suit, action or proceeding brought in the courts of the State of New York or the courts of the United States of America, in each case located in the Borough of Manhattan, New York, New York, was brought in an inconvenient court and agrees not to in this Section 11.09 plead or claim the same. In furtherance of the foregoing, the Company and consents the Guarantor hereby irrevocably designate and appoint CT Corporation, 111 Eighth Avenue, New York, New York 10011, as the agent of the Cxxxxxx xxx xxx Xxxxxxxxx xx xxxxxxx xxxxxxx of all process brought against the Company and/or the Guarantor with respect to process being served in any such suit, action or proceeding upon in any such court in the Borough of Manhattan, New York, New York, such service being hereby acknowledged by the Company and the Guarantor to be effective and binding service in every respect. Copies of any such process so served shall also be given to the Company and the Guarantor in accordance with Section 15.2 hereof, but the failure of the Company or the Guarantor to receive such copies shall not affect in any way the service of such process as aforesaid. On the Issue Date, the Company shall furnish to the Trustee a consent of CT Corporation System in agreeing to act hereunder. If for any manner reason CT Corporation shall resign or by otherwise cease to act as such agent, the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, Company and the Guarantor hereby irrevocably agree to such Borrower's address referred to in Section 11.01; and (d) agrees that such service (i) immediately designate and appoint a new agent reasonably acceptable to the Trustee to serve in such capacity and, in such event, such new agent shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding to be substituted for CT Corporation for all purposes hereof and (ii) shall, promptly deliver to the fullest extent permitted by law, be taken Trustee the written consent (in form and held to be valid personal service upon and personal delivery to it. A copy of any summons or complaint served on an Eligible Subsidiary pursuant substance reasonably satisfactory to the foregoing shall be sent to the Company by registered or certified mail. Each Eligible Subsidiary represents and warrants that CT Corporation System has agreed in writing to accept such appointment and that true copies Trustee) of such acceptance will be furnished new agent agreeing to the Agent prior to or concurrently with delivery of serve in such Eligible Subsidiary's Election to Participatecapacity. Nothing in this Section 11.09 15.9 shall affect the right of any Bank to serve process in any manner permitted by law or limit the right of the Trustee or any Bank Holder to bring proceedings against the Company or any Eligible Subsidiary and/or the Guarantor in the courts of any other jurisdiction or jurisdictionsto serve process in any other manner permitted by law.

Governing Law; Submission to Jurisdiction; Service of Process. This Agreement, each Election to Participate, each Election to Terminate and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York 57 158 and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, 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 proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Borrower hereby appoints CT Corporation System its authorized agent to accept and acknowledge service of any and all processes which may be served in any suit, action or proceeding of the nature referred to in this Section 11.09 11.08 and consents to process being served in any such suit, action or proceeding upon CT Corporation System in any manner or by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such Borrower's address referred to in Section 11.01; and (d) agrees that such service (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 fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. A copy of any summons or complaint served on an Eligible Subsidiary pursuant to the foregoing shall be sent to the Company by registered or certified mail. Each Eligible Subsidiary represents and warrants that CT Corporation System has agreed in writing to accept such appointment and that true copies of such acceptance will be furnished to the Agent prior to or concurrently with delivery of such Eligible Subsidiary's Election to Participate. Nothing in this Section 11.09 11.08 shall affect the right of any Bank to serve process in any manner permitted by law or limit the right of any Bank to bring proceedings against the Company or any Eligible Subsidiary in the courts of any jurisdiction or jurisdictions.

Governing Law; Submission to Jurisdiction; Service of Process. This Agreement, each Election to Participate, each Election to Terminate and each Note Indenture shall be governed by by, and construed in accordance with with, the laws of the State of New York. Each Borrower hereby of the Company and each Guarantor submits to the nonexclusive non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States District Court for of America, in each case located in the Southern District Borough of Manhattan, New York, New York and of over any New York State court sitting suit, action or proceeding arising under or in New York City for purposes of all legal proceedings arising out of or relating to connection with this Agreement Indenture or the transactions contemplated herebyhereby or the Securities or the Guarantees. Each Borrower irrevocably waives, to of the fullest extent permitted by law, Company and each Guarantor waives any objection which that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated hereby or the Securities or the Guarantees in the courts of the State of New York or the courts of the United States of America, in each case located in the Borough of Manhattan, New York, New York, or that such suit, action or proceeding brought in such a court and any claim that any such proceeding brought the courts of the State of New York or the courts of the United States of America, in such a court has been each case located in the Borough of Manhattan, New York, New York, was brought in an inconvenient forumcourt and agrees not to plead or claim the same. Each Borrower hereby appoints CT Corporation System its authorized agent to accept and acknowledge Guarantor agrees that service of any all writs, process and all processes which may be served summonses in any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated thereby or the Securities or the Guarantees against such Guarantor in any court of the nature referred to State of New York or any United States Federal court, in this Section 11.09 and consents to process being served each case, sitting in any the Borough of Manhattan, New York, New York, may be made upon the Company, whom such suit, action or proceeding upon CT Corporation System in any manner or by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such Borrower's address referred to in Section 11.01; and (d) agrees that such service (i) shall be deemed in every respect effective Guarantor irrevocably appoints as its authorized agent for service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. A copy of any summons or complaint served on an Eligible Subsidiary pursuant to the foregoing shall be sent to the Company by registered or certified mailprocess. Each Eligible Subsidiary Guarantor represents and warrants that the Company has agreed to act as such Guarantor’s agent for service of process. Each Guarantor agrees that such appointment shall be irrevocable until the irrevocable appointment by such Guarantor of a successor in New York, New York as its authorized agent for such purpose and the acceptance of such appointment by such successor. Each Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. If the Company shall cease to act as the agent for service of process for any Guarantor, such Guarantor shall appoint without delay, another such agent and provide prompt written notice to the Trustee of such appointment. Each of the Company and each Guarantor agree that if the Company shall at any time cease to have its principal executive offices in the State of New York, each of the Company and each Guarantor shall irrevocably appoint CT Corporation System has agreed or another similar Person in writing to accept such appointment and that true copies New York, New York as its authorized agent for service of such acceptance will be furnished to the Agent prior to or concurrently with delivery of such Eligible Subsidiary's Election to Participate. Nothing in this Section 11.09 shall affect the right of any Bank to serve process in any manner permitted by law or limit accordance with the right provisions of any Bank to bring proceedings against the Company or any Eligible Subsidiary in the courts of any jurisdiction or jurisdictionsthis paragraph.

Governing Law; Submission to Jurisdiction; Service of Process. This Agreement, each Election to Participate, each Election to Terminate and each Note Indenture shall be governed by by, and construed in accordance with with, the laws of the State of New York. Each Borrower hereby The Company submits to the nonexclusive non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States District Court for of America, in each case located in the Southern District Borough of Manhattan, New York, New York and of over any New York State court sitting suit, action or proceeding arising under or in New York City for purposes of all legal proceedings arising out of or relating to connection with this Agreement Indenture or the transactions contemplated herebyhereby or the Securities. Each Borrower irrevocably waives, to the fullest extent permitted by law, The Company waives any objection which that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated hereby or the Securities in the courts of the State of New York or the courts of the United States of America, in each case located in the Borough of Manhattan, New York, New York, or that such suit, action or proceeding brought in such a court and any claim that any such proceeding brought the courts of the State of New York or the courts of the United States of America, in such a court has been each case located in the Borough of Manhattan, New York, New York, was brought in an inconvenient forumcourt and agrees not to plead or claim the same. Each Borrower hereby appoints CT Corporation System its authorized agent to accept and acknowledge The Company agrees that service of any all writs, process and all processes which may be served summonses in any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated thereby or the Securities against the Company in any court of the nature referred to State of New York or any United States Federal court, in this Section 11.09 and consents to process being served each case, sitting in any such suitthe Borough of Manhattan, action or proceeding New York, New York, may be made upon CT Corporation System in any manner or by Service Company at 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, whom the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such Borrower's address referred to in Section 11.01; and (d) agrees that such service (i) shall be deemed in every respect effective Company irrevocably appoints as its authorized agent for service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to itprocess. A copy of any summons or complaint served on an Eligible Subsidiary pursuant to the foregoing shall be sent to the The Company by registered or certified mail. Each Eligible Subsidiary represents and warrants that CT Corporation System Service Company has agreed in writing to accept act as the Company’s agent for service of process. The Company agrees that such appointment shall be irrevocable until the irrevocable appointment by the Company of a successor in New York, New York as its authorized agent for such purpose and that true copies the acceptance of such acceptance will appointment by such successor. The Company further agrees to take any and all action, including the filing of any and all documents and instruments that may be furnished necessary to continue such appointment in full force and effect as aforesaid. If Corporation Service Company shall cease to act as the agent for service of process for the Company, the Company shall appoint without delay, another such agent and provide prompt written notice to the Agent prior to or concurrently with delivery Trustee of such Eligible Subsidiary's Election to Participate. Nothing in this Section 11.09 shall affect the right of any Bank to serve process in any manner permitted by law or limit the right of any Bank to bring proceedings against the Company or any Eligible Subsidiary in the courts of any jurisdiction or jurisdictionsappointment.”

Governing Law; Submission to Jurisdiction; Service of Process. This Agreement, each Election to Participate, each Election to Terminate and each Note shall Agreement will be governed by and construed in accordance with and governed by the laws internal substantive law of the State of New YorkDelaware regardless of the laws that might otherwise govern under principles of conflict of laws applicable thereto. Each Borrower hereby submits The Bankruptcy Court will have exclusive jurisdiction over any dispute arising out of or in connection with the transactions contemplated by this Agreement; provided, however, that, if the Chapter 11 Cases have been closed and the Bankruptcy Court refuses to re-open the nonexclusive jurisdiction Chapter 11 Cases, any court before which such dispute may be brought within the State of Delaware, including the United States District Court for the Southern District Court of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating Delaware, will have jurisdiction over such dispute. The parties to this Agreement or consent to the transactions contemplated hereby. Each Borrower exclusive jurisdiction of the Bankruptcy Court, or, if the Chapter 11 Cases have been closed and the Bankruptcy Court refuses to re-open the Chapter 11 Cases, any court before which such dispute may be brought within the State of Delaware (including the United States District Court for the District of Delaware), and of the appropriate appellate courts therefrom, in any such dispute and irrevocably waiveswaive, to the fullest extent permitted by law, any objection which it that they may now or hereafter have to the laying of the venue of any such proceeding dispute in such court or that any such dispute brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Borrower hereby appoints CT Corporation System its authorized agent This Agreement is subject to accept and acknowledge service any order or act of any and all processes which the Bankruptcy Court applicable hereto. Process may be served on any party to this Agreement anywhere in the world, whether within or without the jurisdiction of any suitcourt to which the parties have submitted herein. Without limiting the foregoing, action or proceeding of the nature referred each party to in this Section 11.09 and consents to process being served in any such suit, action or proceeding upon CT Corporation System in any manner or by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such Borrower's address referred to in Section 11.01; and (d) Agreement agrees that such service (i) shall of process on that party may be made upon the designated Person pursuant to Section 9.02 and will be deemed in every respect to be effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. A copy of any summons or complaint served on an Eligible Subsidiary pursuant to the foregoing shall be sent to the Company by registered or certified mail. Each Eligible Subsidiary represents and warrants that CT Corporation System has agreed in writing to accept such appointment and that true copies of such acceptance will be furnished to the Agent prior to or concurrently with delivery of such Eligible Subsidiary's Election to Participate. Nothing in this Section 11.09 shall affect the right of any Bank to serve process in any manner permitted by law or limit the right of any Bank to bring proceedings against the Company or any Eligible Subsidiary in the courts of any jurisdiction or jurisdictionsparty.

Governing Law; Submission to Jurisdiction; Service of Process. This Agreement, each Election to Participate, each Election to Terminate and each Note Indenture shall be governed by by, and construed in accordance with with, the laws of the State of New York. Each Borrower hereby The Company submits to the nonexclusive non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States District Court for of America, in each case located in the Southern District Borough of Manhattan, New York, New York and of over any New York State court sitting suit, action or proceeding arising under or in New York City for purposes of all legal proceedings arising out of or relating to connection with this Agreement Indenture or the transactions contemplated herebyhereby or the Securities. Each Borrower irrevocably waives, to the fullest extent permitted by law, The Company waives any objection which that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated hereby or the Securities in the courts of the State of New York or the courts of the United States of America, in each case located in the Borough of Manhattan, New York, New York, or that such suit, action or proceeding brought in such a court and any claim that any such proceeding brought the courts of the State of New York or the courts of the United States of America, in such a court has been each case located in the Borough of Manhattan, New York, New York, was brought in an inconvenient forumcourt and agrees not to plead or claim the same. Each Borrower hereby appoints CT Corporation System its authorized agent to accept and acknowledge The Company agrees that service of any all writs, process and all processes which may be served summonses in any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated thereby or the Securities against the Company in any court of the nature referred to State of New York or any United States Federal court, in this Section 11.09 and consents to process being served each case, sitting in any such suitthe Borough of Manhattan, action or proceeding New York, New York, may be made upon CT Corporation System in any manner or by at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such Borrower's address referred to in Section 11.01; and (d) agrees that such service (i) shall be deemed in every respect effective Company irrevocably appoints as its authorized agent for service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to itprocess. A copy of any summons or complaint served on an Eligible Subsidiary pursuant to the foregoing shall be sent to the The Company by registered or certified mail. Each Eligible Subsidiary represents and warrants that CT Corporation System has agreed in writing to accept act as the Company’s agent for service of process. The Company agrees that such appointment shall be irrevocable until the irrevocable appointment by the Company of a successor in New York, New York as its authorized agent for such purpose and that true copies the acceptance of such acceptance will appointment by such successor. The Company further agrees to take any and all action, including the filing of any and all documents and instruments that may be furnished necessary to continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the agent for service of process for the Company, the Company shall appoint without delay, another such agent and provide prompt written notice to the Agent prior to or concurrently with delivery Trustee of such Eligible Subsidiary's Election to Participate. Nothing in this Section 11.09 shall affect the right of any Bank to serve process in any manner permitted by law or limit the right of any Bank to bring proceedings against the Company or any Eligible Subsidiary in the courts of any jurisdiction or jurisdictionsappointment.

Governing Law; Submission to Jurisdiction; Service of Process. This Agreement, each Election to Participate, each Election to Terminate and each Note Indenture shall be governed by by, and construed in accordance with with, the laws of the State of New York. Each Borrower hereby The Company and Parent each submits to the nonexclusive non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States District Court for of America, in each case located in the Southern District Borough of Manhattan, New York, New York and of over any New York State court sitting suit, action or proceeding arising under or in New York City for purposes of all legal proceedings arising out of or relating to connection with this Agreement Indenture or the transactions contemplated herebyhereby or the Securities. Each Borrower irrevocably waives, to of the fullest extent permitted by law, Company and Parent waives any objection which that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated hereby or the Securities in the courts of the State of New York or the courts of the United States of America, in each case located in the Borough of Manhattan, New York, New York, or that such suit, action or proceeding brought in such a court and any claim that any such proceeding brought the courts of the State of New York or the courts of the United States of America, in such a court has been each case located in the Borough of Manhattan, New York, New York, was brought in an inconvenient forumcourt and agrees not to plead or claim the same. Each Borrower hereby appoints CT Corporation System its authorized agent to accept of the Company and acknowledge Parent agrees that service of any all writs, process and all processes which may be served summonses in any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated thereby or the Securities against the Company in any court of the nature referred to State of New York or any United States Federal court, in this Section 11.09 each case, sitting in the Borough of Manhattan, New York, New York, may be made upon Corporation Service Company at 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, whom each of the Company and consents to process being served in any such suit, action or proceeding upon CT Corporation System in any manner or by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such Borrower's address referred to in Section 11.01; and (d) agrees that such service (i) shall be deemed in every respect effective Parent each irrevocably appoints as its authorized agent for service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to itprocess. A copy Each of any summons or complaint served on an Eligible Subsidiary pursuant to the foregoing shall be sent to the Company by registered or certified mail. Each Eligible Subsidiary and Parent each represents and warrants that CT Corporation System Service Company has agreed in writing to accept act as the Company’s and Parent’s agent for service of process. The Company and Parent agree that such appointment shall be irrevocable until the irrevocable appointment by the Company and that true copies Parent of a successor in New York, New York as their authorized agent for such purpose and the acceptance of such acceptance will be furnished appointment by such successor. The Company and Parent further agree to take any and all action, including the Agent prior to or concurrently with delivery of such Eligible Subsidiary's Election to Participate. Nothing in this Section 11.09 shall affect the right filing of any Bank and all documents and instruments that may be necessary to serve continue such appointment in full force and effect as aforesaid. If Corporation Service Company shall cease to act as the agent for service of process in any manner permitted by law or limit the right of any Bank to bring proceedings against for the Company or any Eligible Subsidiary in Parent, the courts Company or Parent, as applicable, shall appoint without delay, another such agent and provide prompt written notice to the Trustee of any jurisdiction or jurisdictionssuch appointment.”

Governing Law; Submission to Jurisdiction; Service of Process. This Agreement, each Election to Participate, each Election to Terminate and each Note Indenture shall be governed by by, and construed in accordance with with, the laws of the State of New York. Each Borrower hereby The Company submits to the nonexclusive non-exclusive jurisdiction of the competent courts of the State of New York and the courts of the United States District Court for of America, in each case located in the Southern District Borough of Manhattan, New York, New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, 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 proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Borrower hereby appoints CT Corporation System its authorized agent to accept and acknowledge service of any and all processes which may be served in over any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated hereby or the Securities. The Company waives any objection that it may have to the venue of any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated hereby or the Securities in the courts of the nature referred State of New York or the courts of the United States of America, in each case located in the Borough of Manhattan, New York, New York, or that such suit, action or proceeding brought in the courts of the State of New York or the courts of the United States of America, in each case located in the Borough of Manhattan, New York, New York, was brought in an inconvenient court and agrees not to in this Section 11.09 plead or claim the same. In furtherance of the foregoing, the Company hereby irrevocably designates and consents appoints CT Corporation, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the agent of the Company to receive service of all process being served in brought against the Company with respect to any such suit, action or proceeding upon in any such court in the Borough of Manhattan, New York, New York, such service being hereby acknowledged by the Company to be effective and binding service in every respect. Copies of any such process so served shall also be given to the Company in accordance with Section 13.2 hereof, but the failure of the Company to receive such copies shall not affect in any way the service of such process as aforesaid. On the Issue Date, the Company shall furnish to the Trustee a consent of CT Corporation System in agreeing to act hereunder. If for any manner reason CT Corporation shall resign or by otherwise cease to act as such agent, the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, Company hereby irrevocably agrees to such Borrower's address referred to in Section 11.01; and (d) agrees that such service (i) immediately designate and appoint a new agent reasonably acceptable to the Trustee to serve in such capacity and, in such event, such new agent shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding to be substituted for CT Corporation for all purposes hereof and (ii) shall, promptly deliver to the fullest extent permitted by law, be taken Trustee the written consent (in form and held to be valid personal service upon and personal delivery to it. A copy of any summons or complaint served on an Eligible Subsidiary pursuant substance reasonably satisfactory to the foregoing shall be sent to the Company by registered or certified mail. Each Eligible Subsidiary represents and warrants that CT Corporation System has agreed in writing to accept such appointment and that true copies Trustee) of such acceptance will be furnished new agent agreeing to the Agent prior to or concurrently with delivery of serve in such Eligible Subsidiary's Election to Participatecapacity. Nothing in this Section 11.09 13.9 shall affect the right of any Bank to serve process in any manner permitted by law or limit the right of the Trustee or any Bank Holder to bring proceedings against the Company or any Eligible Subsidiary in the courts of any other jurisdiction or jurisdictionsto serve process in any other manner permitted by law.

Governing Law; Submission to Jurisdiction; Service of Process. This Agreement, each Election to Participate, each Election to Terminate and each Note indenture shall be governed by by, and construed in accordance with with, the laws of the State of New York. Each Borrower hereby The Company submits to the nonexclusive jurisdiction of the courts of the State of New York and the courts of the United States District Court for of America, in each case located in the Southern District Borough of Manhattan, City of New York and State of any New York State court sitting over any suit, action or proceeding arising under or in New York City for purposes of all legal proceedings arising out of or relating to connection with this Agreement Indenture or the transactions contemplated herebyhereby or the Securities. Each Borrower irrevocably waives, to the fullest extent permitted by law, The Company waives any objection which that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated hereby or the Securities in the courts of the State of New York or the courts of the United States of America, in each case located in the Borough of Manhattan, City of New York and State of New York, or that such suit, action or proceeding brought in such a court the courts of the State of New York or the courts of the United States of America, in each case located in the Borough of Manhattan, City of New York and any claim that any such proceeding brought in such a court has been State of New York, was brought in an inconvenient forumcourt and agrees not to plead or claim the same. Each Borrower hereby appoints CT Corporation System its authorized agent to accept and acknowledge The Company agrees that service of any all writs, process and all processes which may be served summonses in any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated thereby or the Securities against the Company in any court of the nature referred to State of New York or any United States Federal court, in this Section 11.09 each case, sitting in the Borough of Manhattan, City and consents to process being served in any such suitState of New York, action or proceeding may be made upon CT Corporation System in any manner or by at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such Borrower's address referred to in Section 11.01; and (d) agrees that such service (i) shall be deemed in every respect effective Company irrevocably appoints as its authorized agent for service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to itprocess. A copy of any summons or complaint served on an Eligible Subsidiary pursuant to the foregoing shall be sent to the The Company by registered or certified mail. Each Eligible Subsidiary represents and warrants that CT Corporation System has agreed in writing to accept act as the Company's agent for service of process. The Company agrees that such appointment shall be irrevocable until the irrevocable appointment by the Company of a successor in the City of New York as its authorized agent for such purpose and that true copies the acceptance of such acceptance will appointment by such successor. The Company further agrees to take any and all action, including the filing of any and all documents and instruments that may be furnished necessary to continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the agent for service of process for the Company, the Company shall appoint without delay, another such agent and provide prompt written notice to the Agent prior to or concurrently with delivery Trustee of such Eligible Subsidiary's Election to Participate. Nothing in this Section 11.09 shall affect the right of any Bank to serve process in any manner permitted by law or limit the right of any Bank to bring proceedings against the Company or any Eligible Subsidiary in the courts of any jurisdiction or jurisdictionsappointment.

Governing Law; Submission to Jurisdiction; Service of Process. This Agreement, Agreement each Election to Participate, each Election to Terminate and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York 27009/304/CA/ca.96.364.comp Draft of: 02/11/98 4:31pm 57 and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, 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 proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Borrower hereby appoints CT Corporation System its authorized agent to accept and acknowledge service of any and all processes which may be served in any suit, action or proceeding of the nature referred to in this Section 11.09 11.08 and consents to process being served in any such suit, action or proceeding upon CT Corporation System in any manner or by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such Borrower's address referred to in Section 11.01; and (d) agrees that such service (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 fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. A copy of any summons or complaint served on an Eligible Subsidiary pursuant to the foregoing shall be sent to the Company by registered or certified mail. Each Eligible Subsidiary represents and warrants that CT Corporation System has agreed in writing to accept such appointment and that true copies of such acceptance will be furnished to the Agent prior to or concurrently with delivery of such Eligible Subsidiary's Election to Participate. Nothing in this Section 11.09 11.08 shall affect the right of any Bank to serve process in any manner permitted by law or limit the right of any Bank to bring proceedings against the Company or any Eligible Subsidiary in the courts of any jurisdiction or jurisdictions.