Common use of Appointment of Process Agent Clause in Contracts

Appointment of Process Agent. Any suit, action or proceeding against any New Guarantor or its properties, assets or revenues with respect to this Supplemental Indenture, the Indenture, the Notes or the Note Guarantees may be brought in any state or Federal court in the Borough of Manhattan in The City of New York, New York, as the Person bringing such proceeding arising out of or related to this Supplemental Indenture, the Indenture, the Notes or the Note Guarantees may elect in its sole discretion. Each New Guarantor hereby consents to the non-exclusive jurisdiction of each such court for the purpose of any such proceeding and has irrevocably waived any objection to the laying of venue of any such proceeding brought in any such court and to the fullest extent it may effectively do so and the defense of an inconvenient forum to the maintenance of any such proceeding or any such suit, action or proceeding in any such court. Each New Guarantor has agreed that service of all writs, claims, process and summonses in any such proceeding brought against it in the State of New York may be made upon CT Corporation (the “Process Agent”). Each New Guarantor has irrevocably appointed the Process Agent as its agent and true and lawful attorney in fact in its name, place and stead to accept such service of any and all such writs, claims, process and summonses, and has agreed that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Each New Guarantor has agreed to maintain at all times an agent with offices in New York City to act as its Process Agent. Nothing in this Supplemental Indenture shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

Appointment of Process Agent. Any suit, action or proceeding against any New Guarantor or its properties, assets or revenues with respect to this Supplemental Indenture, the Indenture, the Notes Notes, the Note Guarantees, the Security Documents, or the Note Guarantees Intercreditor Agreement may be brought in any state or Federal court in the Borough of Manhattan in The City of New York, New York, as the Person bringing such proceeding arising out of or related to this Supplemental Indenture, the Indenture, the Notes Notes, the Note Guarantees, the Security Documents or the Note Guarantees Intercreditor Agreement may elect in its sole discretion. Each New Guarantor hereby consents to the non-exclusive jurisdiction of each such court for the purpose of any such proceeding and has irrevocably waived any objection to the laying of venue of any such proceeding brought in any such court and to the fullest extent it may effectively do so and the defense of an inconvenient forum to the maintenance of any such proceeding or any such suit, action or proceeding in any such court. Each New Guarantor has agreed that service of all writs, claims, process and summonses in any such proceeding brought against it in the State of New York may be made upon CT Corporation (the “Process Agent”). Each New Guarantor has irrevocably appointed the Process Agent as its agent and true and lawful attorney in fact in its name, place and stead to accept such service of any and all such writs, claims, process and summonses, and has agreed that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Each New Guarantor has agreed to maintain at all times an agent with offices in New York City to act as its Process Agent. Nothing in this Supplemental Indenture shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

Appointment of Process Agent. Any suit, action or proceeding against any the New Guarantor or its properties, assets or revenues Guarantors with respect to this Supplemental Indenture, the Indenture, the Notes Notes, or the Note New Guarantees may be brought in any state or Federal court in the Borough of Manhattan in The City of New York, New York, as the Person bringing such proceeding arising out of or related to this Supplemental Indenture, the Indenture, the Notes Notes, or the Note Guarantees New Guarantees, may elect in its sole discretion. Each The New Guarantor Guarantors hereby consents consent to the non-exclusive jurisdiction of each such court for the purpose of any such proceeding and has irrevocably waived any objection to the laying of venue of any such proceeding brought in any such court and to the fullest extent it may effectively do so and the defense of an inconvenient forum to the maintenance of any such proceeding or any such suit, action or proceeding in any such court. Each of the New Guarantor Guarantors has agreed that service of all writs, claims, process and summonses in any such proceeding brought against it in the State of New York may be made upon CT Corporation Service Company, located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx (the “Process Agent”). Each of the New Guarantor Guarantors has irrevocably appointed the Process Agent as its agent and true and lawful attorney in fact in its name, place and stead to accept such service of any and all such writs, claims, process and summonses, and has agreed that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Each of the New Guarantor has Guarantors have agreed to maintain at all times an agent with offices in New York City to act as its Process Agent. Nothing in this Supplemental Indenture shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

Appointment of Process Agent. Any suit, action or proceeding against any New Guarantor or its properties, assets or revenues with respect to this Supplemental Indenture, the Indenture, the Notes Notes, the Note Guarantees, the Security Documents, or the Note Guarantees Intercreditor Agreement may be brought in any state or Federal court in the Borough of Manhattan in The City of New York, New York, as the Person bringing such proceeding arising out of or related to this Supplemental Indenture, the Indenture, the Notes Notes, the Note Guarantees, the Security Documents or the Note Guarantees Intercreditor Agreement may elect in its sole discretion. Each The New Guarantor hereby consents to the non-exclusive jurisdiction of each such court for the purpose of any such proceeding and has irrevocably waived any objection to the laying of venue of any such proceeding brought in any such court and to the fullest extent it may effectively do so and the defense of an inconvenient forum to the maintenance of any such proceeding or any such suit, action or proceeding in any such court. Each The New Guarantor has agreed that service of all writs, claims, process and summonses in any such proceeding brought against it in the State of New York may be made upon CT Corporation [ ] (the “Process Agent”). Each The New Guarantor has irrevocably appointed the Process Agent as its agent and true and lawful attorney in fact in its name, place and stead to accept such service of any and all such writs, claims, process and summonses, and has agreed that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Each The New Guarantor has agreed to maintain at all times an agent with offices in New York City to act as its Process Agent. Nothing in this Supplemental Indenture shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

Appointment of Process Agent. Any suitThe Guarantor irrevocably designates, appoints and empowers CT Corporation System, with offices on the date of this Guarantee at 111 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx its designee, appointee and agent with respect to any action or proceeding against any New Guarantor or to receive, accept and acknowledge for and on its propertiesbehalf, assets or revenues with and in respect to this Supplemental Indentureof its property, the Indenture, the Notes or the Note Guarantees may be brought in any state or Federal court in the Borough of Manhattan in The City of New York, New York, as the Person bringing such proceeding arising out of or related to this Supplemental Indenture, the Indenture, the Notes or the Note Guarantees may elect in its sole discretion. Each New Guarantor hereby consents to the non-exclusive jurisdiction of each such court for the purpose of any such proceeding and has irrevocably waived any objection to the laying of venue of any such proceeding brought in any such court and to the fullest extent it may effectively do so and the defense of an inconvenient forum to the maintenance of any such proceeding or any such suit, action or proceeding in any such court. Each New Guarantor has agreed that service of all writs, claims, process and summonses in any such proceeding brought against it in the State of New York may be made upon CT Corporation (the “Process Agent”). Each New Guarantor has irrevocably appointed the Process Agent as its agent and true and lawful attorney in fact in its name, place and stead to accept such service of any and all legal process, summons, notices and documents which may be served in any such writs, claims, process action or proceeding and summonses, and has agreed agrees that the failure of the Process Agent any such agent to give any notice to it advice of any such service of process to it shall not impair or affect the validity of such service or of any judgment based thereon. Each New Guarantor has agreed If for any reason such designee, appointee and agent shall cease to maintain at all times an agent with offices in New York City be available to act as such, the Guarantor shall designate a new designee, appointee and agent in the United States on the terms and for the purposes of this provision reasonably satisfactory to the Trustee. The Guarantor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it, at its Process Agentaddress set forth below, such service to become effective 30 days after such mailing. Nothing in this Supplemental Indenture Guarantee shall affect the right of the Trustee to serve process or to commence legal proceedings or otherwise proceed against the Guarantor in any way be deemed to limit the ability to serve any such writs, process or summonses other jurisdiction in any other manner permitted by applicable law.. The NRG Northeast Generating Indenture 103 Guarantor waives irrevocably, to the extent permitted by law, any objection to the laying of venue in New York, New York, and any claim of inconvenient forum in respect of any such action in New York, New York to which it might otherwise be entitled in any actions arising out of or based on this Guarantee. NRG Northeast Generating Indenture 104

Appointment of Process Agent. Any suit, action or proceeding against any New Guarantor or its properties, assets or revenues with respect to this Supplemental Indenture, the Indenture, the Notes Notes, the Note Guarantees, the Security Documents, or the Note Guarantees Intercreditor Agreement may be brought in any state or Federal court in the Borough of Manhattan in The City of New York, New York, as the Person bringing such proceeding arising out of or related to this Supplemental Indenture, the Indenture, the Notes Notes, the Note Guarantees, the Security Documents or the Note Guarantees Intercreditor Agreement may elect in its sole discretion. Each The New Guarantor hereby consents to the non-exclusive jurisdiction of each such court for the purpose of any such proceeding and has irrevocably waived any objection to the laying of venue of any such proceeding brought in any such court and to the fullest extent it may effectively do so and the defense of an inconvenient forum to the maintenance of any such proceeding or any such suit, action or proceeding in any such court. Each The New Guarantor has agreed that service of all writs, claims, process and summonses in any such proceeding brought against it in the State of New York may be made upon CT Corporation (the “Process Agent”). Each The New Guarantor has irrevocably appointed the Process Agent as its agent and true and lawful attorney in fact in its name, place and stead to accept such service of any and all such writs, claims, process and summonses, and has agreed that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Each The New Guarantor has agreed to maintain at all times an agent with offices in New York City to act as its Process Agent. Nothing in this Supplemental Indenture shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

Appointment of Process Agent. Any suitEach Subsidiary Guarantor hereby designates and appoints [ ] (or any successor corporation), action or proceeding against any New Guarantor or at its properties, assets or revenues with respect to this Supplemental Indenture, the Indenture, the Notes or the Note Guarantees may be brought in any state or Federal court in the Borough of Manhattan in The City of New York, New Yorkoffice at [ ], as the Person bringing such proceeding arising out of or related its authorized agent to this Supplemental Indenture, the Indenture, the Notes or the Note Guarantees may elect in its sole discretion. Each New Guarantor hereby consents to the non-exclusive jurisdiction accept and acknowledge on behalf of each such court for the purpose of any such proceeding and has irrevocably waived any objection to the laying of venue of any such proceeding brought in any such court and to the fullest extent it may effectively do so and the defense of an inconvenient forum to the maintenance of any such proceeding or any such suit, action or proceeding in any such court. Each New Subsidiary Guarantor has agreed that service of all writs, claims, process and summonses in any such proceeding brought against it in the State of New York may be made upon CT Corporation (the “Process Agent”). Each New Guarantor has irrevocably appointed the Process Agent as its agent and true and lawful attorney in fact in its name, place and stead to accept such service of any and all process which may be served in any such writsaction, claims, process and summonsessuit or proceeding with respect to any matter as to which it has submitted to jurisdiction as set forth in Section 17, and has agreed it agrees that the failure of the Process Agent to give any notice to it of any service upon such authorized agent shall be deemed in every respect service of process shall not impair upon a Subsidiary Guarantor or affect its respective successors or assigns, and, to the validity of such service or of any judgment based thereon. Each New Guarantor has agreed to maintain at all times an agent with offices in New York City to act as its Process Agent. Nothing in this Supplemental Indenture shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner extent permitted by applicable law, shall be taken and held to be valid personal service upon it. Such designation and appointment shall be irrevocable. Each Subsidiary Guarantor represents and warrants that [ ] has agreed to act as such agent for service of process on behalf of each Subsidiary Guarantor. Each Subsidiary Guarantor will take all action, including the filing of any and all documents and instruments, as may be necessary to continue in full force and effect the designation and appointment as such agent of [ ] or any successor corporation or such other corporation as shall be satisfactory to the Required Holders, so that each Subsidiary Guarantor shall at all times have an agent for service of process for the above purposes in the County of New York, State of New York. In Witness Whereof, each party hereto has caused this Guaranty to be duly executed as of the date first above written. [Subsidiary Guarantor] By: Name: Title: [Address] Exhibit A Form of Supplemental Agreement Supplemental Agreement dated as of , ____ from , a corporation (the “New Subsidiary”), for the benefit of the Holders (as defined in the Guaranty referred to below). Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Subsidiary Guaranty Agreement, dated as of , 20____ (the “Guaranty”), from: (i) [names of guarantors] ( ) such other Subsidiaries (as defined below) as shall become parties thereto in accordance therewith, for the benefit of the Holders (as such term is defined in such Guaranty).

Appointment of Process Agent. Any Each Guarantor hereby irrevocably designates, appoints and empowers CT Corporation System (the "Process Agent"), presently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent, to accept on its behalf, service of any and all process which may be served in any suit, action or proceeding against any New Guarantor or its properties, assets or revenues with respect of the nature referred to this Supplemental Indenture, the Indenture, the Notes or the Note Guarantees may be brought in Section 20 (a) hereof in any state or Federal court in courts of the Borough of Manhattan in The City State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts of any thereof. Such service may be made by mailing of delivering a copy of such process to such Guarantor in care of the Process Agent at the Process Agent's address as stated in this Section 19 and each such Guarantor hereby irrevocably authorizes and directs the Person bringing Process Agent to accept such proceeding arising out service on its behalf. Each Guarantor represents and warrants that it has granted to the Process Agent a valid, binding and enforceable irrevocable power of or related attorney in the presence of a Mexican notary public, in the form required under the Credit Agreement, that such Process Agent has agreed in writing to this Supplemental Indentureaccept such appointment and that a true copy of such designation and acceptance as been delivered to the Administrative Agent. Such designation and appointment shall be irrevocable until all principal and interest and all other amounts payable under the Loan Documents shall have been paid in full in accordance with the provisions thereof. If such Process Agent shall cease to so act, the Indenture, relevant Guarantor covenants and agrees to designate irrevocably and appoint without delay another such Process Agent in New York City reasonably satisfactory to the Notes or Administrative Agent and to deliver promptly to the Note Guarantees may elect Administrative Agent evidence in its sole discretionwriting of such other Process Agent's acceptance of such appointment. Each New Guarantor hereby consents to the non-exclusive jurisdiction of each such court for the purpose of any such proceeding and has irrevocably waived any objection to the laying of venue of any such proceeding brought in any such court and waives, to the fullest extent it may effectively do so and the defense permitted by law, all claim of an inconvenient forum to the maintenance error by reason of any such proceeding or service and agrees that such service shall be deemed in every respect effective service of process upon such Guarantor in any such suit, action or proceeding in any such court. Each New Guarantor has agreed that service of all writsand shall, claims, process and summonses in any such proceeding brought against it in to the State of New York may be made upon CT Corporation (the “Process Agent”). Each New Guarantor has irrevocably appointed the Process Agent as its agent and true and lawful attorney in fact in its name, place and stead to accept such service of any and all such writs, claims, process and summonses, and has agreed that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Each New Guarantor has agreed to maintain at all times an agent with offices in New York City to act as its Process Agent. Nothing in this Supplemental Indenture shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner fullest extent permitted by applicable law, be taken and held to be valid and personal service upon such Guarantor.

Appointment of Process Agent. Any suit, action or proceeding against any New Guarantor or its properties, assets or revenues with respect to this Supplemental Indenture, the Indenture, the Notes Notes, the Note Guarantees, the Security Documents, or the Note Guarantees Intercreditor Agreement may be brought in any state or Federal court in the Borough of Manhattan in The City of New York, New York, as the Person bringing such proceeding arising out of or related to this Supplemental Indenture, the Indenture, the Notes Notes, the Note Guarantees, the Security Documents or the Note Guarantees Intercreditor Agreement may elect in its sole discretion. Each The New Guarantor hereby consents to the non-exclusive jurisdiction of each such court for the purpose of any such proceeding and has irrevocably waived any objection to the laying of venue of any such proceeding brought in any such court and to the fullest extent it may effectively do so and the defense of an inconvenient forum to the maintenance of any such proceeding or any such suit, action or proceeding in any such court. Each The New Guarantor has agreed that service of all writs, claims, process and summonses in any such proceeding brought against it in the State of New York may be made upon CT Corporation (the “Process Agent”). Each The New Guarantor has irrevocably appointed the Process Agent as its agent and true and lawful attorney in fact in its name, place and stead to accept such service of any and all such writs, claims, process and summonses, and has agreed that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Each The New Guarantor has agreed to maintain at all times an agent with offices in New York City to act as its Process Agent. Nothing in this Supplemental Indenture shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.. [Second Supplemental Indenture]

Appointment of Process Agent. Any suit, action or proceeding against any New Guarantor or its properties, assets or revenues with respect to this Supplemental Indenture, the Indenture, the Notes or the Note Guarantees may be brought in any state or Federal court in the Borough of Manhattan in The City of New York, New York, as the Person bringing such proceeding arising out of or related to this Supplemental Indenture, the Indenture, the Notes or the Note Guarantees may elect in its sole discretion. Each The New Guarantor hereby consents to the non-exclusive jurisdiction of each such court for the purpose of any such proceeding and has irrevocably waived any objection to the laying of venue of any such proceeding brought in any such court and to the fullest extent it may effectively do so and the defense of an inconvenient forum to the maintenance of any such proceeding or any such suit, action or proceeding in any such court. Each The New Guarantor has agreed that service of all writs, claims, process and summonses in any such proceeding brought against it in the State of New York may be made upon CT Corporation (the “Process Agent”). Each The New Guarantor has irrevocably appointed the Process Agent as its agent and true and lawful attorney in fact in its name, place and stead to accept such service of any and all such writs, claims, process and summonses, and has agreed that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Each The New Guarantor has agreed to maintain at all times an agent with offices in New York City to act as its Process Agent. Nothing in this Supplemental Indenture shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.. [First Supplemental Indenture]