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. (a) This Agreement, each Election Agreement and the legal relations among the parties with respect to Participate, each Election to Terminate and each Note the matters addressed hereby shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York. Each Borrower hereby submits Delaware, without regard to its conflict of laws rules. (b) Except with respect to any arbitration commenced by the Indemnitee pursuant to Section 7(a) of this Agreement and except to the nonexclusive extent permitted by Section 2(c) hereof with respect to a determination by a court in which an underlying Proceeding was brought that the Indemnitee is entitled to indemnification of Expenses notwithstanding an adjudication of liability to the Company, the Company and the Indemnitee each hereby irrevocably and unconditionally (i) agrees and consents to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action, suit, or proceeding that arises out of or relates to this Agreement and agrees that any such action instituted under this Agreement shall be brought only in the Court of Chancery of the State of Delaware (or in any other state court of the State of Delaware if the Court of Chancery does not have subject matter jurisdiction over such action), and not in any other state or federal court in the United States District Court for of America or any court or tribunal in any other country; (ii) consents to submit to the Southern District exclusive jurisdiction of New York and the courts of any New York the State court sitting in New York City of Delaware for purposes of all legal proceedings any action or proceeding arising out of or in connection with this Agreement; (iii) waives any objection to the laying of venue of any such action or proceeding in the courts of the State of Delaware; and (iv) waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in the courts of the State of Delaware has been brought in an improper or otherwise inconvenient forum. (c) Each of the Company and the Indemnitee hereby consents to service of any summons and complaint and any other process that may be served in any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, to the fullest extent permitted by law, in any objection which it may now or hereafter have to the laying court of the venue State 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 Delaware by mailing by certified 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, with postage prepaid, return receipt requested, copies of such process to such Borrower's party at its address referred for receiving notice pursuant to in Section 11.01; and (d) agrees that such service (i) 15 hereof. Nothing herein shall be deemed in every respect effective preclude service of process upon it in by any such suit, action or proceeding and (ii) shall, to the fullest extent other means permitted by applicable 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. (a) This Agreement, each Election Agreement and the legal relations among the parties with respect to Participate, each Election to Terminate and each Note the matters addressed hereby shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York. Each Borrower hereby submits Delaware, without regard to its conflict of laws rules. (b) Except with respect to any arbitration commenced by the Indemnitee pursuant to Section 7(a) and except to the nonexclusive extent permitted by Section 2(c) with respect to a determination by a court in which an underlying Proceeding was brought that the Indemnitee is entitled to indemnification of Expenses notwithstanding an adjudication of liability to the Company, each of the Company and the Indemnitee hereby irrevocably and unconditionally (i) agrees and consents to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action, suit or proceeding that arises out of or relates to this Agreement and agrees that any such action instituted under this Agreement shall be brought only in the Delaware Chancery Court (or in any other state court of the State of Delaware if the Delaware Chancery Court does not have subject matter jurisdiction over such action), and not in any other state or federal court in the United States District Court for of America or any court or tribunal in any other country; (ii) consents to submit to the Southern District exclusive jurisdiction of New York and the courts of any New York the State court sitting in New York City of Delaware for purposes of all legal proceedings any action or proceeding arising out of or in connection with this Agreement; (iii) waives any objection to the laying of venue of any such action or proceeding in the courts of the State of Delaware; and (iv) waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in the courts of the State of Delaware has been brought in an improper or otherwise inconvenient forum. (c) Each of the Company and the Indemnitee hereby consents to service of any summons and complaint and any other process that may be served in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, to the fullest extent permitted by law, in any objection which it may now or hereafter have to the laying court of the venue State 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 Delaware by mailing by certified 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, with 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 process to the Agent prior such party at its address for receiving notice pursuant to or concurrently with delivery of such Eligible Subsidiary's Election to ParticipateSection 16. Nothing in this Section 11.09 Agreement shall affect the right preclude service of process by any Bank to serve process in any manner other means 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 jurisdictionsapplicable law.

Governing Law; Submission to Jurisdiction; Service of Process. (a) This Agreement, each Election Agreement and the legal relations between the parties with respect to Participate, each Election to Terminate and each Note the matters addressed hereby shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York. Each Borrower hereby submits Delaware, without regard to its conflict of laws rules. (b) Except with respect to any arbitration commenced by the Indemnitee pursuant to Section 7(a) of this Agreement and except to the nonexclusive extent permitted by Section 2(c) hereof with respect to a determination by a court in which an underlying Proceeding was brought that the Indemnitee is entitled to indemnification of Expenses notwithstanding an adjudication of liability to the Company, the Company and the Indemnitee each hereby irrevocably and unconditionally (i) agrees and consents to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action, suit or proceeding that arises out of or relates to this Agreement and agrees that any such action instituted under this Agreement shall be brought only in the Court of Chancery of the State of Delaware (or in any other state court of the State of Delaware if the Court of Chancery does not have subject matter jurisdiction over such action), and not in any other state or federal court in the United States District Court for of America or any court or tribunal in any other country; (ii) consents to submit to the Southern District exclusive jurisdiction of New York and the courts of any New York the State court sitting in New York City of Delaware for purposes of all legal proceedings any action or proceeding arising out of or in connection with this Agreement; (iii) waives any objection to the laying of venue of any such action or proceeding in the courts of the State of Delaware; and (iv) waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in the courts of the State of Delaware has been brought in an improper or otherwise inconvenient forum. (c) Each of the Company and the Indemnitee hereby consents to service of any summons and complaint and any other process that may be served in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, to the fullest extent permitted by law, in any objection which it may now or hereafter have to the laying court of the venue State 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 Delaware by mailing by certified 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, with postage prepaid, return receipt requested, copies of such process to such Borrower's party at its address referred for receiving notice pursuant to in Section 11.01; and (d) agrees that such service (i) 16 hereof. Nothing herein shall be deemed in every respect effective preclude service of process upon it in by any such suit, action or proceeding and (ii) shall, to the fullest extent other means permitted by applicable 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(a) THIS SALE AND CONTRIBUTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, each Election AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to Participate, each Election to Terminate and each Note shall be governed by and construed in accordance with the laws non-exclusive jurisdiction of the Supreme Court of the State of New York. Each Borrower hereby submits to the nonexclusive jurisdiction York sitting in New York County and of the United States District Court for of the Southern District of New York York, and of any New York State appellate court sitting from any thereof, in New York City for purposes of all legal proceedings any action or proceeding arising out of or relating to this Agreement Sale and Contribution Agreement, or for recognition or enforcement of any judgment, and each of the transactions contemplated herebyparties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by Applicable Law, in such federal court. Each Borrower of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. (c) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, any objection which that 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 arising out of the nature referred or relating to in this Section 11.09 Sale and consents to process being served Contribution Agreement 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 court referred to in Section 11.01; and (d) agrees that such service (i) shall be deemed in every respect effective service 9.7(b). Each of process upon it in any such suit, action or proceeding and (ii) shallthe parties hereto hereby irrevocably waives, to the fullest extent permitted by lawApplicable Law, be taken and held to be valid personal service upon and personal delivery to it. A copy the defense of any summons or complaint served on an Eligible Subsidiary pursuant inconvenient forum 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 maintenance of such acceptance will be furnished action or proceeding in any such court. (d) Each of the parties hereto irrevocably consents to service of process in the Agent prior to or concurrently with delivery of such Eligible Subsidiary's Election to Participatemanner provided for notices in Section 9.3. Nothing in this Section 11.09 shall Sale and Contribution Agreement will affect the right of any Bank party hereto to serve process in any other manner permitted by law or limit Applicable Law. Each of the right parties hereto waives personal service of any Bank to bring proceedings against the Company summons, complaint or other process, which may be made by any Eligible Subsidiary in the courts of any jurisdiction or jurisdictionsother means permitted by New York 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 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 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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 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 Service Company at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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. (a) This Agreement, each Election Agreement and the legal relations among the parties with respect to Participate, each Election to Terminate and each Note the matters addressed hereby shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York. Each Borrower hereby submits Delaware, without regard to its conflict of laws rules. (b) Except with respect to any arbitration commenced by the Indemnitee pursuant to Section 7(a) of this Agreement and except to the nonexclusive extent permitted by Section 2(c) hereof with respect to a determination by a court in which an underlying Proceeding was brought that the Indemnitee is entitled to indemnification of Expenses notwithstanding an adjudication of liability to the Company, the Company and the Indemnitee each hereby irrevocably and unconditionally (i) agrees and consents to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action, suit, or proceeding that arises out of or relates to this Agreement and agrees that any such action instituted under this Agreement shall be brought only in the Court of Chancery of the State of Delaware (or in any other state court of the State of Delaware if the Court of Chancery does not have subject matter jurisdiction over such action), and not in any other state or federal court in the United States District Court for of America or any court or tribunal in any other country; (ii) consents to submit to the Southern District exclusive jurisdiction of New York and the courts of any New York the State court sitting in New York City of Delaware for purposes of all legal proceedings any action or proceeding arising out of or in connection with this Agreement; (iii) waives any objection to the laying of venue of any such action or proceeding in the courts of the State of Delaware; and (iv) waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in the courts of the State of Delaware has been brought in an improper or otherwise inconvenient forum. (c) Each of the Company and the Indemnitee hereby consents to service of any summons and complaint and any other process that may be served in any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, to the fullest extent permitted by law, in any objection which it may now or hereafter have to the laying court of the venue State 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 Delaware by mailing by certified 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, with postage prepaid, return receipt requested, copies of such process to such Borrower's party at its address referred for receiving notice pursuant to in Section 11.01; and (d) agrees that such service (i) 17 hereof. Nothing herein shall be deemed in every respect effective preclude service of process upon it in by any such suit, action or proceeding and (ii) shall, to the fullest extent other means permitted by applicable 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. (a) This Agreement, each Election to Participate, each Election to Terminate Agreement and each Note the Notes shall be governed by and construed in accordance with the laws of the State of New York. . (b) Each Borrower hereby of the parties hereto irrevocably submits to the nonexclusive jurisdiction of the United States Supreme Court of the State of New York, County of New York, the U.S. District Court for the Southern District of New York and of any appellate court or body thereto (collectively, the "New York State court sitting in New York City for purposes Courts") and to the courts of all legal proceedings its own corporate domicile with respect to actions brought against it as a defendant, over any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyNotes. Each Borrower party hereto 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 suit, action or proceeding brought in any such a court and court, any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. forum and any right to which it may be entitled on account of place of residence or domicile, and further agrees that a final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding such party. (c) Each Borrower Issuer hereby irrevocably appoints CT Corporation System System, having offices on the date hereof at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process Agent"), as its authorized agent to accept and acknowledge on its behalf service of any and all processes process which may be served in any suit, action or proceeding of the nature referred to above in this Section 11.09 any New York Court. Such designation and appointment shall be irrevocable until all principal of and interest on the Notes and other sums payable hereunder shall have been paid in full in accordance with the provisions thereof and the Commitments shall have been reduced to zero. Such Issuer covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. Such Issuer covenants and agrees that, if the Process Agent shall desire to cease so to act, prior to the Process Agent ceasing so to act it shall irrevocably designate and appoint without delay another such agent in such jurisdiction satisfactory to the Administrative Agent and, if requested by the Administrative Agent, shall promptly deliver to the Administrative Agent evidence in writing of such other agent's acceptance of such appointment in form and substance reasonably acceptable to the Administrative Agent. (d) Each Issuer consents to process being served in any such suit, action or proceeding of the nature referred to in subsection (b) of this Section by serving a copy thereof upon CT Corporation System the Process Agent. Without prejudice to the foregoing, the Administrative Agent agrees that to the extent lawful and possible, written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to such Issuer at its address specified in Section 10.01 hereof or to any other address of which such Issuer shall have given written notice to the Administrative Agent. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, such Issuer consents to process being served in any manner suit, action or proceeding of the nature referred to in subsection (b) of this Section by the mailing of a copy thereof by registered or certified mailairmail, postage prepaid, return receipt requested, to the address of such Borrower's address referred to Issuer specified in Section 11.01; 10.01 hereof or to any other address of which such Issuer shall have given written notice to the Administrative Agent, which service shall be effective 14 days after deposit in the United States Postal Service. Such Issuer irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service and (d) such Issuer agrees that such service (i) shall be deemed in every respect effective service of process upon it such Issuer in any such suit, action or proceeding and (ii) shall, 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. Issuer. (e) Nothing in this Section 11.09 shall affect the any right of any Bank the Administrative Agent 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 jurisdictionslaw.

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. (a) This Agreement, each Election Agreement and the legal relations among the parties with respect to Participate, each Election to Terminate and each Note the matters addressed hereby shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York. Each Borrower hereby submits Delaware, without regard to its conflict of laws rules. (b) Except to the nonexclusive extent permitted by Section 2(c) with respect to a determination by a court in which an underlying Proceeding was brought that the Indemnitee is entitled to indemnification of Expenses notwithstanding an adjudication of liability to the Company, each of the Company and the Indemnitee hereby irrevocably and unconditionally (i) agrees and consents to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action, suit or proceeding that arises out of or relates to this Agreement and agrees that any such action instituted under this Agreement shall be brought only in the Delaware Chancery Court (or in any other state court of the State of Delaware if the Delaware Chancery Court does not have subject matter jurisdiction over such action), and not in any other state or federal court in the United States District Court for of America or any court or tribunal in any other country; (ii) consents to submit to the Southern District exclusive jurisdiction of New York and the courts of any New York the State court sitting in New York City of Delaware for purposes of all legal proceedings any action or proceeding arising out of or in connection with this Agreement; (iii) waives any objection to the laying of venue of any such action or proceeding in the courts of the State of Delaware; and (iv) waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in the courts of the State of Delaware has been brought in an improper or otherwise inconvenient forum. (c) Each of the Company and the Indemnitee hereby consents to service of any summons and complaint and any other process that may be served in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, to the fullest extent permitted by law, in any objection which it may now or hereafter have to the laying court of the venue State 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 Delaware by mailing by certified 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, with 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 process to the Agent prior such party at its address for receiving notice pursuant to or concurrently with delivery of such Eligible Subsidiary's Election to ParticipateSection 16. Nothing in this Section 11.09 Agreement shall affect the right preclude service of process by any Bank to serve process in any manner other means 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 jurisdictionsapplicable law.

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.

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. (a) This Agreement, each Election to Participate, each Election to Terminate Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. . (b) Each Borrower hereby of the parties hereto irrevocably 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 City, and to the courts of its own corporate domicile with respect to actions brought against it as a defendant, for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated herebyLoan Documents. Each Borrower party hereto 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 suit, action or proceeding brought in any such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each . (c) The Borrower hereby irrevocably designates, appoints and empowers CT Corporation System (the "Process Agent"), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, United State▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ the case of any action, suit or proceeding arising out of or relating to this Agreement brought in the courts of or in the State of New York, as its authorized agent to receive for it and on its behalf service of process in the State of New York with respect thereto. Such service may be made by mailing or delivering a copy of such process to the Borrower at the Process Agent's above address, and the Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. The Borrower agrees that a final judgment in any such proceeding shall be conclusive and acknowledge service may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Borrower covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all processes which documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. If the Process Agent shall desire to cease so to act, the Borrower covenants and agrees that prior to the Process Agent ceasing so to act, it shall irrevocably designate and appoint without delay another such agent in such jurisdiction satisfactory to the Administrative Agent and, if requested by the Administrative Agent, shall promptly deliver to the Administrative Agent evidence in writing of such other agent's acceptance of such appointment in form and substance reasonably acceptable to the Administrative Agent. (d) The Borrower consents to process being served in any suit, action or proceeding of the nature referred to in this Section 11.09 9.08(b) by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Administrative Agent agrees that to the extent lawful and possible, written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to the Borrower, at its address specified in Section 9.01 hereof or to any other address of which the Borrower shall have given written notice to the Administrative Agent. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, the Borrower consents to process being served in any such suit, action or proceeding upon CT Corporation System of the nature referred to in any manner or Section 9.08(b) by the mailing of a copy thereof by registered or certified mailairmail, postage prepaid, return receipt requested, to such Borrower's the address referred to of the Borrower specified in Section 11.01; 9.01 hereof or to any other address of which the Borrower shall have given 50 written notice to the Administrative Agent, which service shall be effective 14 days after deposit in the United States Postal Service. The Borrower irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service 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, 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. . (e) Nothing in this Section 11.09 shall affect the any right of any Bank the Administrative Agent to serve process in any manner permitted by law or limit the right of any Bank the Administrative Agent to bring proceedings against the Company or any Eligible Subsidiary Borrower in the courts of any jurisdiction or jurisdictionsjurisdictions or to bring proceedings in more than one jurisdiction concurrently.

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 C▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 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 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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. (a) This Agreement, each Election Agreement and the legal relations among the parties with respect to Participate, each Election to Terminate and each Note the matters addressed hereby shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York. Each Borrower hereby submits California, without regard to its conflict of laws rules. (b) Except with respect to any arbitration commenced by the Indemnitee pursuant to Section 7(a) of this Agreement and except to the nonexclusive extent permitted by Section 2(c) hereof with respect to a determination by a court in which an underlying Proceeding was brought that the Indemnitee is entitled to indemnification of Expenses notwithstanding an adjudication of liability to the Company, the Company and the Indemnitee each hereby irrevocably and unconditionally (i) agrees and consents to the jurisdiction of the courts of the State of California for all purposes in connection with any action, suit, or proceeding that arises out of or relates to this Agreement and agrees that any such action instituted under this Agreement shall be brought only in the courts of the State of California, and not in any other state or federal court in the United States District Court for of America or any court or tribunal in any other country; (ii) consents to submit to the Southern District exclusive jurisdiction of New York and the courts of any New York the State court sitting in New York City of California for purposes of all legal proceedings any action or proceeding arising out of or in connection with this Agreement; (iii) waives any objection to the laying of venue of any such action or proceeding in the courts of the State of California; and (iv) waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in the courts of the State of California has been brought in an improper or otherwise inconvenient forum. (c) Each of the Company and the Indemnitee hereby consents to service of any summons and complaint and any other process that may be served in any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, to the fullest extent permitted by law, in any objection which it may now or hereafter have to the laying court of the venue State 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 California by mailing by certified 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, with postage prepaid, return receipt requested, copies of such process to such Borrower's party at its address referred for receiving notice pursuant to in Section 11.01; and (d) agrees that such service (i) 16 hereof. Nothing herein shall be deemed in every respect effective preclude service of process upon it in by any such suit, action or proceeding and (ii) shall, to the fullest extent other means permitted by applicable 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 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 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 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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, 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 1▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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. (a) This Agreement, each Election Agreement and the legal relations among the parties with respect to Participate, each Election to Terminate and each Note the matters addressed hereby shall be governed by by, and construed and enforced (b) Except with respect to any arbitration commenced by the Indemnitee pursuant to Section 7(a) of this Agreement and except to the extent permitted by Section 2(c) hereof with respect to a determination by a court in accordance with which an underlying Proceeding was brought that the laws Indemnitee is entitled to indemnification of Expenses notwithstanding an adjudication of liability to the Company, the Company and the Indemnitee each hereby irrevocably and unconditionally (i) agrees and consents to the jurisdiction of the courts of the State of New York. Each Borrower hereby submits Delaware for all purposes in connection with any action, suit, or proceeding that arises out of or relates to this Agreement and agrees that any such action instituted under this Agreement shall be brought only in the Court of Chancery of the State of Delaware (or in any other state court of the State of Delaware if the Court of Chancery does not have subject matter jurisdiction over such action), and not in any other state or federal court in the United States of America or any court or tribunal in any other country; (ii) consents to submit to the nonexclusive exclusive jurisdiction of the United States District Court for courts of the Southern District State of New York and of any New York State court sitting in New York City Delaware for purposes of all legal proceedings any action or proceeding arising out of or in connection with this Agreement; (iii) waives any objection to the laying of venue of any such action or proceeding in the courts of the State of Delaware; and (iv) waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in the courts of the State of Delaware has been brought in an improper or otherwise inconvenient forum. (c) Each of the Company and the Indemnitee hereby consents to service of any summons and complaint and any other process that may be served in any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, to the fullest extent permitted by law, in any objection which it may now or hereafter have to the laying court of the venue State 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 Delaware by mailing by certified 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, with postage prepaid, return receipt requested, copies of such process to such Borrower's party at its address referred for receiving notice pursuant to in Section 11.01; and (d) agrees that such service (i) 16 hereof. Nothing herein shall be deemed in every respect effective preclude service of process upon it in by any such suit, action or proceeding and (ii) shall, to the fullest extent other means permitted by applicable 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.