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

Governing Law; Submission to Process. Except to the extent that the Law of another jurisdiction is expressly elected in a Loan Document, the Loan Documents shall be deemed contracts and instruments made under the Laws of the State of New York and shall be construed and enforced in accordance with and governed by the Laws of the State of New York and the Laws of the United States of America, without regard to principles of conflicts of law. Borrower hereby agrees that any legal action or proceeding against Borrower with respect to this Agreement, the Notes or any of the Loan Documents may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York as Lender Parties may elect, and, by execution and delivery hereof, Borrower accepts and consents for itself and in respect to its property, generally and unconditionally, the non- exclusive jurisdiction of the aforesaid courts. Borrower agrees that Section 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to the Loan Documents and waives any right to stay or to dismiss any action or proceeding brought before said courts on the basis of forum non conveniens. In furtherance of the foregoing, Borrower hereby irrevocably designates and appoints CT Corporation system, 111 8th Avenue, New York, New York, 10011, as agent of Borrxxxx xx xxxxxxx xxxxxxx xx xxx xxxxxxx xxought against Borrower with respect to any such proceeding in any such court in New York, such service being hereby acknowledged by Borrower to be effective and binding service in every respect. Copies of any such process so served shall also be sent by registered mail to Borrower at its address set forth below, but the failure of Borrower to receive such copies shall not affect in any way the service of such process as aforesaid. Borrower shall furnish to Lender Parties a consent of CT Corporation System agreeing to act hereunder prior to the effective date of this agreement. Nothing herein shall affect the right of Lender Parties to serve process in any other manner permitted by Law of shall limit the right of Lender Parties to bring proceedings against Borrower in the courts of any other jurisdiction. If for any reason Ct Corporation System shall resign or otherwise cease to act as Borrower's agent, Borrower hereby irrevocably agrees to (a) immediately designate and appoint a new agent acceptable to Administrative Agent to serve in such capacity and, in such event, such new agent shall be deemed to be substituted for Ct corporation System for all purposes hereof and (b) promptly deliver to Agent the written consent (in form and substance satisfactory to Administrative Agent) of such new agent agreeing to serve in such capacity.

Governing Law; Submission to Process. Except to the extent that the Law of another jurisdiction is expressly elected in a Loan Document, the Loan Documents shall be deemed contracts and instruments made under the Laws of the State of New York and shall be construed and enforced in accordance with and governed by the Laws of the State of New York and the Laws of the United States of America, without regard to principles of conflicts of law. Each Borrower hereby agrees that any legal action or proceeding against such Borrower with respect to this Agreement, the Notes or any of the Loan Documents may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York as Lender Parties may elect, and, by execution and delivery hereof, each Borrower accepts and consents for itself and in respect to its property, generally and unconditionally, the non- non-exclusive jurisdiction of the aforesaid courts. Each Borrower agrees that Section Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to the Loan Documents and waives any right to stay or to dismiss any action or proceeding brought before said courts on the basis of forum non conveniens. In furtherance of the foregoing, each Borrower hereby irrevocably designates and appoints CT Corporation systemService Company, 111 8th Avenue80 State Street, Albany, New York, New York, 10011York 12207, as agent of Borrxxxx xx such Borrower tx xxxxxxx xxxxxxx xx xxx xxxxxxx xxought xxxxxxt against such Borrower with respect to any such proceeding in any such court in New York, such service being hereby acknowledged by such Borrower to be effective and binding service in every respect. Copies of any such process so served shall also also, if permitted by Law, be sent by registered mail to the relevant Borrower at its address set forth below, but the failure of such Borrower to receive such copies shall not affect in any way the service of such process as aforesaid. Each Borrower shall furnish to Lender Parties a consent of CT Corporation System Service Company agreeing to act hereunder prior to the effective date of this agreement. Nothing herein shall affect the right of Lender Parties to serve process in any other manner permitted by Law of or shall limit the right of Lender Parties to bring proceedings against any Borrower in the courts of any other jurisdiction. If for any reason Ct Corporation System Service Company shall resign or otherwise cease to act as any Borrower's agent, each Borrower hereby irrevocably agrees to (a) immediately designate and appoint a new agent acceptable to Administrative Agent to serve in such capacity and, in such event, such new agent shall be deemed to be substituted for Ct corporation System Corporation Service Company for all purposes hereof and (b) promptly deliver to Agent the written consent (in form and substance satisfactory 120 Satisfactory to Administrative Agent) of such new agent agreeing to serve in such capacity.

Governing Law; Submission to Process. Except to the extent ------------------------------------ that the Law of another jurisdiction is expressly elected in a Loan Document, the Loan Documents shall be deemed contracts and instruments made under the Laws of the State of New York and shall be construed and enforced in accordance with and governed by the Laws of the State of New York and the Laws of the United States of America, without regard to principles of conflicts of law. Borrower hereby agrees that any legal action or proceeding against Borrower with respect to this Agreement, the Notes or any of the Loan Documents may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York as Lender Parties may elect, and, by execution and delivery hereof, Borrower accepts and consents for itself and in respect to its property, generally and unconditionally, the non- non-exclusive jurisdiction of the aforesaid courts. Borrower agrees that Section Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to the Loan Documents and waives any right to stay or to dismiss any action or proceeding brought before said courts on the basis of forum non conveniens. In furtherance of the foregoing, Borrower hereby irrevocably designates and appoints CT Corporation systemService Company, 111 8th Avenue00 Xxxxx Xxxxxx, New YorkXxxxxx, New York, 10011Xxx Xxxx 00000, as agent of Borrxxxx xx xxxxxxx xxxxxxx xx xxx xxxxxxx xxought Borrower to receive service of all process brought against Borrower with respect to any such proceeding in any such court in New York, such service being hereby acknowledged by Borrower to be effective and binding service in every respect. Copies of any such process so served shall also also, if permitted by Law, be sent by registered mail to Borrower at its address set forth below, but the failure of Borrower to receive such copies shall not affect in any way the service of such process as aforesaid. Borrower shall furnish to Lender Parties a consent of CT Corporation System Service Company agreeing to act hereunder prior to the effective date of this agreement. Nothing herein shall affect the right of Lender Parties to serve process in any other manner permitted by Law of or shall limit the right of Lender Parties to bring proceedings against Borrower in the courts of any other jurisdiction. If for any reason Ct Corporation System Service Company shall resign or otherwise cease to act as Borrower's agent, Borrower hereby irrevocably agrees to (a) immediately designate and appoint a new agent acceptable to Administrative Agent to serve in such capacity and, in such event, such new agent shall be deemed to be substituted for Ct corporation System Corporation Service Company for all purposes hereof and (b) promptly deliver to Agent the written consent (in form and substance satisfactory to Administrative Agent) of such new agent agreeing to serve in such capacity.

Governing Law; Submission to Process. Except to the extent ------------------------------------ that the Law of another jurisdiction is expressly elected in a Loan Document, the Loan Documents shall be deemed contracts and instruments made under the Laws of the State of New York and shall be construed and enforced in accordance with and governed by the Laws of the State of New York and the Laws of the United States of America, without regard to principles of conflicts of law. Borrower and Parent Each hereby agrees agree that any legal action or proceeding against Borrower or Parent with respect to this Agreement, the Notes or any of the Loan Documents may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York as Lender Parties may elect, and, by execution and delivery hereof, Each of Borrower and Parent accepts and consents for itself and in respect to its property, generally and unconditionally, the non- exclusive jurisdiction of the aforesaid courts, and further agrees to a transfer of any such proceeding to a federal court sitting in the State of New York to the extent that it has subject matter jurisdiction, and otherwise to a state court in New York, New York, and agrees that such jurisdiction shall be exclusive, unless waived by Lenders in writing, with respect to any action or proceeding brought by it against Lender Parties and any questions relating to usury. Each of parent and Borrower agrees that Section Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to the Loan Documents and waives any right to stay or to dismiss any action or proceeding brought before said courts on the basis of forum non conveniens. In furtherance of the foregoing, Each of Parent and Borrower hereby irrevocably designates and appoints CT Corporation systemSystem, 111 8th Avenue0000 Xxxxxxxx, New YorkXxx Xxxx, New York, 10011Xxx Xxxx, as agent Agent of Borrxxxx xx xxxxxxx xxxxxxx xx xxx xxxxxxx xxought Borrower and Parent to receive service of all process brought against Borrower or Parent with respect to any such proceeding in any such court in New York, such service being hereby acknowledged by Borrower and Parent to be effective and binding service in every respect. Copies of any such process so served shall also also, if permitted by Law, be sent by registered mail to Borrower at its address set forth below, but the failure of Borrower to receive such copies shall not affect in any way the service of such process as aforesaid. Borrower shall furnish to Lender Parties a consent of CT Corporation System agreeing to act hereunder prior to the effective date of this agreement. Nothing herein shall affect the right of Lender Parties to serve process in any other manner permitted by Law of or shall limit the right of Lender Parties to bring proceedings against Borrower or Parent in the courts of any other jurisdiction. If for any reason Ct CT Corporation System shall resign or otherwise cease to act as Borrower's or Parent's agent, Borrower and Parent hereby irrevocably agrees agree to (a) immediately designate and appoint a new agent acceptable to Administrative Agent to serve in such capacity and, in such event, such new agent shall be deemed to be substituted for Ct corporation CT Corporation System for all purposes hereof and (b) promptly deliver to Agent Lenders the written consent (in form and substance satisfactory to Administrative Agent) of such new agent agreeing to serve in such capacity.

Governing Law; Submission to Process. Except to the extent that the Law of another jurisdiction is expressly elected in a Loan Document, the Loan Documents shall be deemed contracts and instruments made under the Laws of the State of New York and shall be construed and enforced in accordance with and governed by the Laws of the State of New York and the Laws of the United States of America, without regard to principles of conflicts of law. Borrower hereby agrees that any legal action or proceeding against Borrower with respect to this Agreement, the Notes or any of the Loan Documents may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York as Lender Parties may elect, and, by execution and delivery hereof, Borrower accepts and consents for itself and in respect to its property, generally and unconditionally, the non- non-exclusive jurisdiction of the aforesaid courts. Borrower agrees that Section Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to the Loan Documents and waives any right to stay or to dismiss any action or proceeding brought before said courts on the basis of forum non conveniens. In furtherance of the foregoing, Borrower hereby irrevocably designates and appoints CT Corporation systemService Company, 111 8th Avenue00 Xxxxx Xxxxxx, New YorkXxxxxx, New York, 10011Xxx Xxxx 00000, as agent of Borrxxxx xx xxxxxxx xxxxxxx xx xxx xxxxxxx xxought Borrower to receive service of all process brought against Borrower with respect to any such proceeding in any such court in New York, such service being hereby acknowledged by Borrower to be effective and binding service in every respect. Copies of any such process so served shall also also, if permitted by Law, be sent by registered mail to Borrower at its address set forth below, but the failure of Borrower to receive such copies shall not affect in any way the service of such process as aforesaid. Borrower shall furnish to Lender Parties a consent of CT Corporation System Service Company agreeing to act hereunder prior to the effective date of this agreement. Nothing herein shall affect the right of Lender Parties to serve process in any other manner permitted by Law of or shall limit the right of Lender Parties to bring proceedings against Borrower in the courts of any other jurisdiction. If for any reason Ct Corporation System Service Company shall resign or otherwise cease to act as Borrower's ’s agent, Borrower hereby irrevocably agrees to (a) immediately designate and appoint a new agent acceptable to Administrative Agent to serve in such capacity and, in such event, such new agent shall be deemed to be substituted for Ct corporation System Corporation Service Company for all purposes hereof and (b) promptly deliver to Administrative Agent the written consent (in form and substance satisfactory to Administrative Agent) of such new agent agreeing to serve in such capacity.

Governing Law; Submission to Process. Except to the extent ------------------------------------ that the Law of another jurisdiction is expressly elected in a Loan Document, the Loan Documents shall be deemed contracts and instruments made under the Laws of the State of New York and shall be construed and enforced in accordance with and governed by the Laws of the State of New York and the Laws of the United States of America, without regard to principles of conflicts of law. Borrower hereby agrees that any legal action or proceeding against Borrower with respect to this Agreement, the Notes or any of the Loan Documents may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York as Lender Parties may elect, and, by execution and delivery hereof, Borrower accepts and consents for itself and in respect to its property, generally and unconditionally, the non- exclusive jurisdiction of the aforesaid courts. Borrower agrees that Section 5-Sections 5- 1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to the Loan Documents and waives any right to stay or to dismiss any action or proceeding brought before said courts on the basis of forum non conveniens. In furtherance of the foregoing, Borrower hereby irrevocably designates and appoints CT Corporation systemService Company, 111 8th Avenue00 Xxxxx Xxxxxx, New YorkXxxxxx, New York, 10011Xxx Xxxx 00000, as agent of Borrxxxx xx xxxxxxx xxxxxxx xx xxx xxxxxxx xxought Borrower to receive service of all process brought against Borrower with respect to any such proceeding in any such court in New York, such service being hereby acknowledged by Borrower to be effective and binding service in every respect. Copies of any such process so served shall also also, if permitted by Law, be sent by registered mail to Borrower at its address set forth below, but the failure of Borrower to receive such copies shall not affect in any way the service of such process as aforesaid. Borrower shall furnish to Lender Parties a consent of CT Corporation System Service Company agreeing to act hereunder prior to the effective date of this agreement. Nothing herein shall affect the right of Lender Parties to serve process in any other manner permitted by Law of or shall limit the right of Lender Parties to bring proceedings against Borrower in the courts of any other jurisdiction. If for any reason Ct Corporation System Service Company shall resign or otherwise cease to act as Borrower's agent, Borrower hereby irrevocably agrees to (a) immediately designate and appoint a new agent acceptable to Administrative Agent to serve in such capacity and, in such event, such new agent shall be deemed to be substituted for Ct corporation System Corporation Service Company for all purposes hereof and (b) promptly deliver to Agent the written consent (in form and substance satisfactory to Administrative Agent) of such new agent agreeing to serve in such capacity.

Governing Law; Submission to Process. Except to the extent that the Law of another jurisdiction is expressly elected in a Loan Document, the Loan Documents shall be deemed contracts and instruments made under the Laws of the State of New York and shall be construed and enforced in accordance with and governed by the Laws of the State of New York and the Laws of the United States of America, without regard to principles of conflicts of law. Each of Borrower and PAA hereby agrees that any legal action or proceeding against Borrower and/or PAA with respect to this Agreement, the Notes or any of the Loan Documents may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York as Lender Parties may elect, and, by execution and delivery hereof, each of Borrower and PAA accepts and consents for itself and in respect to its property, generally and unconditionally, the non- non-exclusive jurisdiction of the aforesaid courts. Each of Borrower and PAA agrees that Section Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to the Loan Documents and waives any right to stay or to dismiss any action or proceeding brought before said courts on the basis of forum non conveniens. In furtherance of the foregoing, each of Borrower and PAA hereby irrevocably designates and appoints CT Corporation systemService Company, 111 8th Avenue00 Xxxxx Xxxxxx, New YorkXxxxxx, New York, 10011Xxx Xxxx 00000, as agent of Borrxxxx xx xxxxxxx xxxxxxx xx xxx xxxxxxx xxought each of Borrower and PAA to receive service of all process brought against Borrower or PAA with respect to any such proceeding in any such court in New York, such service being hereby acknowledged by each of Borrower and PAA to be effective and binding service in every respect. Copies of any such process so served shall also also, if permitted by Law, be sent by registered mail to Borrower or PAA at its address set forth below, but the failure of Borrower or PAA to receive such copies shall not affect in any way the service of such process as aforesaid. Each of Borrower and PAA shall furnish to Lender Parties a consent of CT Corporation System Service Company agreeing to act hereunder prior to the effective date of this agreement. Nothing herein shall affect the right of Lender Parties to serve process in any other manner permitted by Law of or shall limit the right of Lender Parties to bring proceedings against Borrower or PAA in the courts of any other jurisdiction. If for any reason Ct Corporation System Service Company shall resign or otherwise cease to act as Borrower's ’s or PAA’s agent, each of Borrower and PAA hereby irrevocably agrees to (a) immediately designate and appoint a new agent acceptable to Administrative Agent to serve in such capacity and, in such event, such new agent shall be deemed to be substituted for Ct corporation System Corporation Service Company for all purposes hereof and (b) promptly deliver to Administrative Agent the written consent (in form and substance satisfactory to Administrative Agent) of such new agent agreeing to serve in such capacity.

Governing Law; Submission to Process. Except to the extent ------------------------------------ that the Law of another jurisdiction is expressly elected in a Loan Document, the Loan Documents shall be deemed contracts and instruments made under the Laws of the State of New York and shall be construed and enforced in accordance with and governed by the Laws of the State of New York and the Laws of the United States of America, without regard to principles of conflicts of law. Each Borrower hereby agrees that any legal action or proceeding against such Borrower with respect to this Agreement, the Notes or any of the Loan Documents may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York as Lender Parties may elect, and, by execution and delivery hereof, each Borrower accepts 113 and consents for itself and in respect to its property, generally and unconditionally, the non- non-exclusive jurisdiction of the aforesaid courts. Each Borrower agrees that Section Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to the Loan Documents and waives any right to stay or to dismiss any action or proceeding brought before said courts on the basis of forum non conveniens. In furtherance of the foregoing, each Borrower hereby irrevocably designates and appoints CT Corporation systemService Company, 111 8th Avenue00 Xxxxx Xxxxxx, New YorkXxxxxx, New York, 10011Xxx Xxxx 00000, as agent of Borrxxxx xx xxxxxxx xxxxxxx xx xxx xxxxxxx xxought such Borrower to receive service of all process brought against such Borrower with respect to any such proceeding in any such court in New York, such service being hereby acknowledged by such Borrower to be effective and binding service in every respect. Copies of any such process so served shall also also, if permitted by Law, be sent by registered mail to the relevant Borrower at its address set forth below, but the failure of such Borrower to receive such copies shall not affect in any way the service of such process as aforesaid. Each Borrower shall furnish to Lender Parties a consent of CT Corporation System Service Company agreeing to act hereunder prior to the effective date of this agreement. Nothing herein shall affect the right of Lender Parties to serve process in any other manner permitted by Law of or shall limit the right of Lender Parties to bring proceedings against any Borrower in the courts of any other jurisdiction. If for any reason Ct Corporation System Service Company shall resign or otherwise cease to act as any Borrower's agent, each Borrower hereby irrevocably agrees to (a) immediately designate and appoint a new agent acceptable to Administrative Agent to serve in such capacity and, in such event, such new agent shall be deemed to be substituted for Ct corporation System Corporation Service Company for all purposes hereof and (b) promptly deliver to Agent the written consent (in form and substance satisfactory to Administrative Agent) of such new agent agreeing to serve in such capacity.

Governing Law; Submission to Process. Except to the extent that the Law of another jurisdiction is expressly elected in a Loan Document, the Loan Documents shall be deemed contracts and instruments made under the Laws of the State of New York and shall be construed and enforced in accordance with and governed by the Laws of the State of New York and the Laws of the United States of America, without regard to principles of conflicts of law. Borrower and Parent Each hereby agrees agree that any legal action or proceeding against Borrower or Parent with respect to this Agreement, the Notes or any of the Loan Documents may be brought 62 in the courts of the State of New York or of the United States of America for the Southern District of New York as Lender Parties may elect, and, by execution and delivery hereof, Each of Borrower and Parent accepts and consents for itself and in respect to its property, generally and unconditionally, the non- exclusive jurisdiction of the aforesaid courts, and further agrees to a transfer of any such proceeding to a federal court sitting in the State of New York to the extent that it has subject matter jurisdiction, and otherwise to a state court in New York, New York, and agrees that such jurisdiction shall be exclusive, unless waived by Lenders in writing, with respect to any action or proceeding brought by it against Lender. Parties and any questions relating to usury. Each of parent and Borrower agrees that Section Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to the Loan Documents and waives any right to stay or to dismiss any action or proceeding brought before said courts on the basis of forum non conveniens. In furtherance of the foregoing, Each of Parent and Borrower hereby irrevocably designates and appoints CT Corporation systemSystem, 111 8th Avenue0000 Xxxxxxxx, New YorkXxx Xxxx, New York, 10011Xxx Xxxx, as agent Agent of Borrxxxx xx xxxxxxx xxxxxxx xx xxx xxxxxxx xxought Borrower and Parent to receive service of all process brought against Borrower or Parent with respect to any such proceeding in any such court in New York, such service being hereby acknowledged by Borrower and Parent to be effective and binding service in every respect. Copies of any such process so served shall also also, if permitted by Law, be sent by registered mail to Borrower at its address set forth below, but the failure of Borrower to receive such copies shall not affect in any way the service of such process as aforesaid. Borrower shall furnish to Lender Parties a consent of CT Corporation System agreeing to act hereunder prior to the effective date of this agreement. Nothing herein shall affect the right of Lender Parties to serve process in any other manner permitted by Law of or shall limit the right of Lender Parties to bring proceedings against Borrower or Parent in the courts of any other jurisdiction. If for any reason Ct CT Corporation System shall resign or otherwise cease to act as Borrower's or Parent's agent, Borrower and Parent hereby irrevocably agrees agree to (a) immediately designate and appoint a new agent acceptable to Administrative Agent to serve in such capacity and, in such event, such new agent shall be deemed to be substituted for Ct corporation CT Corporation System for all purposes hereof and (b) promptly deliver to Agent Lenders the written consent (in form and substance satisfactory to Administrative Agent) of such new agent agreeing to serve in such capacity.

Governing Law; Submission to Process. Except to the extent that the Law of another jurisdiction is expressly elected in a Loan Document, the Loan Documents shall be deemed contracts and instruments made under the Laws of the State of New York and shall be construed and enforced in accordance with and governed by the Laws of the State of New York and the Laws of the United States of America, without regard to principles of conflicts of law. Borrower hereby agrees that any legal action or proceeding against Borrower with respect to this Agreement, the Notes or any of the Loan Documents may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York as Lender Parties may elect, and, by execution and delivery hereof, Borrower accepts and consents for itself and in respect to its property, generally and unconditionally, the non- non-exclusive jurisdiction of the aforesaid courts. Borrower agrees that Section 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to the Loan Documents and waives any right to stay or to dismiss any action or proceeding brought before said courts on the basis of forum non conveniens. In furtherance of the foregoing, Borrower hereby irrevocably designates and appoints CT Corporation system, 111 8th Avenue, New York, New York, 10011, as agent of Borrxxxx Borrowex xx xxxxxxx xxxxxxx xx xxx xxxxxxx xxought xxxxxht against Borrower with respect to any such proceeding in any such court in New York, such service being hereby acknowledged by Borrower to be effective and binding service in every respect. Copies of any such process so served shall also be sent by registered mail to Borrower at its address set forth below, but the failure of Borrower to receive such copies shall not affect in any way the service of such process as aforesaid. Borrower shall furnish to Lender Parties a consent of CT Corporation System agreeing to act hereunder prior to the effective date of this agreement. Nothing herein shall affect the right of Lender Parties to serve process in any other manner permitted by Law of shall limit the right of Lender Parties to bring proceedings against Borrower in the courts of any other jurisdiction. If for any reason Ct Corporation System shall resign or otherwise cease to act as Borrower's agent, Borrower hereby irrevocably agrees to (a) immediately designate and appoint a new agent acceptable to Administrative Agent to serve in such capacity and, in such event, such new agent shall be deemed to be substituted for Ct corporation System for all purposes hereof and (b) promptly deliver to Agent the written consent (in form and substance satisfactory to Administrative Agent) of such new agent agreeing to serve in such capacity.