Common use of Appointment of Process Agent Clause in Contracts

Appointment of Process Agent. 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 of the nature referred to in Section 20 (a) hereof in any courts of the 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 Process Agent to accept such 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 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 accept 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 relevant Guarantor covenants and agrees to designate irrevocably and appoint without delay another such Process Agent in New York City reasonably satisfactory to the Administrative Agent and to deliver promptly to the Administrative Agent evidence in writing of such other Process Agent's acceptance of such appointment. Each Guarantor irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such 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 and shall, to the fullest extent permitted by law, be taken and held to be valid and personal service upon such Guarantor.

Appointment of Process Agent. Each Subsidiary Guarantor hereby irrevocably designates, designates and appoints and empowers CT Corporation System [ ] (the "Process Agent"or any successor corporation), presently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000its office at [ ], as its authorized agent, agent to accept and acknowledge on its behalf, behalf of each Subsidiary Guarantor service of any and all process which may be served in any suitsuch action, action suit or proceeding of the nature referred with respect to any matter as to which it has submitted to jurisdiction as set forth in Section 20 (a) hereof in any courts of the State of New York, the courts of the United States of America for the Southern District of New York17, and appellate courts it agrees that service upon such authorized agent shall be deemed in every respect service of any thereof. Such service may be made by mailing of delivering process upon a copy of such process to such Subsidiary 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 Process Agent to accept such service on or its behalf. Each Guarantor represents and warrants that it has granted respective successors or assigns, and, to the Process Agent a validextent permitted by applicable law, binding shall be taken and enforceable irrevocable power of 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 held to accept such appointment and that a true copy of such designation and acceptance as been delivered to the Administrative Agentbe valid personal service upon it. Such designation and appointment shall be irrevocable until 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 principal and interest action, including the filing of any and all other amounts payable under the Loan Documents shall have been paid documents and instruments, as may be necessary to continue in full in accordance with force and effect the provisions thereof. If designation and appointment as such Process Agent agent of [ ] or any successor corporation or such other corporation as shall cease to so act, the relevant Guarantor covenants and agrees to designate irrevocably and appoint without delay another such Process Agent in New York City reasonably be satisfactory to the Administrative Agent and to deliver promptly to the Administrative Agent evidence in writing of such other Process Agent's acceptance of such appointment. Each Required Holders, so that each Subsidiary Guarantor irrevocably waives, to the fullest extent permitted by law, shall at all claim of error by reason of any such service and agrees that such service shall be deemed in every respect effective times have an agent for service of process upon such Guarantor for the above purposes in any such suitthe County of New York, action or proceeding and shallState of New York. In Witness Whereof, to the fullest extent permitted by law, be taken and held each party hereto has caused this Guaranty to be valid and personal service upon duly executed as of the date first above written. [Subsidiary Guarantor] By: Name: Title: [Address] 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 Guarantorother 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. Each Guarantor hereby irrevocably designatesappoints CCS Global Solutions, appoints and empowers CT Corporation System Inc. (the "“Process Agent"”), presently located with an office on the date hereof at 000 Xxxxxx 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent, agent with all powers necessary to accept receive on its behalf, behalf service of copies of the summons and complaint and any and all other process which may be served in any suit, action or proceeding arising out of or relating to the Loan Documents in any of the nature referred to courts in Section 20 (a) hereof in any courts and of the 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 or delivering a copy of such process to such Guarantor in care of the Process Agent at the Process Agent's ’s above address as stated in this Section 19 and each such Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Each Guarantor represents behalf and warrants agrees that it has granted to the failure of the Process Agent a valid, binding and enforceable irrevocable power of 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 accept 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 relevant Guarantor covenants and agrees to designate irrevocably and appoint without delay another such Process Agent in New York City reasonably satisfactory to the Administrative Agent and to deliver promptly to the Administrative Agent evidence in writing of such other Process Agent's acceptance of such appointment. Each Guarantor irrevocably waives, to the fullest extent permitted by law, all claim of error by reason give any notice of any such service and agrees that to such Guarantor shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. As an alternative method of service, each Guarantor also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Borrower at its address specified in Section 13. If for any reason CCS Global Solutions, Inc. shall be deemed cease to act as Process Agent, each Guarantor shall appoint forthwith, in every respect effective the manner provided for herein, a successor Process Agent qualified to act as an agent for service of process upon such Guarantor with respect to all courts in any such suit, action or proceeding and shall, of the State of New York and acceptable to the fullest extent permitted by law, be taken and held to be valid and personal service upon such GuarantorAgent.

Appointment of Process Agent. Each The Guarantor hereby irrevocably designates, appoints and empowers CT Corporation System (System, with offices on the "Process Agent")date of this Guarantee at 111 0xx Xxxxxx, presently located at 000 Xxxxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as xx its authorized agentdesignee, appointee and agent with respect to any action or proceeding to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all process legal process, summons, notices and documents which may be served in any suit, such action or proceeding and agrees that the failure of any such agent to give any advice of any service of process to it shall not impair or affect the nature referred validity of such service or of any judgment based thereon. If for any reason such designee, appointee and agent shall cease to in Section 20 (a) hereof in any courts of the State of New Yorkbe available to act as such, the courts of Guarantor shall designate a new designee, appointee and agent in the United States of America on the terms and for the Southern District purposes 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 Process Agent to accept such 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 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 accept 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 relevant Guarantor covenants and agrees to designate irrevocably and appoint without delay another such Process Agent in New York City provision reasonably satisfactory to the Administrative Agent and to deliver promptly Trustee. The Guarantor further irrevocably consents to the Administrative Agent evidence service of process out of any of the aforementioned courts in writing any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it, at its address set forth below, such service to become effective 30 days after such mailing. Nothing in this Guarantee shall affect the right of the Trustee to serve process or to commence legal proceedings or otherwise proceed against the Guarantor in any other Process Agent's acceptance of such appointmentjurisdiction in any other manner permitted by law. Each The NRG Northeast Generating Indenture 103 Guarantor irrevocably waiveswaives irrevocably, to the fullest extent permitted by law, all any objection to the laying of venue in New York, New York, and any claim of error by reason inconvenient forum in respect of any such service and agrees that such service shall action in New York, New York to which it might otherwise be deemed in every respect effective service of process upon such Guarantor entitled in any such suit, action actions arising out of or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid and personal service upon such Guarantor.based on this Guarantee. NRG Northeast Generating Indenture 104

Appointment of Process Agent. Each Guarantor Loan Party party hereto hereby irrevocably designates, appoints and empowers CT Corporation System (Service Company, with an office on the "Process Agent")date hereof at 0000 Xxxxxx xx xxx Xxxxxxxx, presently located at 000 Xxxxxx XxxxxxXxxxx 000, Xxx Xxxx, Xxx Xxxx 00000-0000, as such Loan Party’s authorized agent (such Person or any successor Person so designated, appointed and empowered by such Loan Party to be its authorized agentagent for purposes set forth in this Section 10.17, the “Process Agent”) to accept receive on its behalf, behalf service of the summons and complaint and any and all other process which may be served in any suitaction, action suit or proceeding arising out of or relating to this Agreement or any other Loan Document in any of the nature referred to courts in Section 20 (a) hereof in any courts and of the 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 or delivering a copy of such process to such Guarantor the applicable Loan Party party hereto in care of the Process Agent at the Process Agent's ’s address as stated in this Section 19 and each such Guarantor Loan Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Each Guarantor represents behalf and warrants agrees that it has granted to the failure of the Process Agent a valid, binding and enforceable irrevocable power to give any notice of attorney in any such service to such Loan Party shall not impair or affect the presence of a Mexican notary public, in the form required under the Credit Agreement, that such Process Agent has agreed in writing to accept such appointment and that a true copy validity of such designation and acceptance as been delivered service or of any judgment rendered in any action, suit or proceeding based thereon. As an alternative method of service, each Loan Party party hereto also irrevocably consents to the Administrative Agent. Such designation and appointment shall be irrevocable until all principal and interest service of any and all other amounts payable under process in any such action or proceeding by the mailing of copies of such process to such Loan Documents shall have been paid Party at its address specified in full in accordance with the provisions thereofSection 10.02. If such for any reason the then existing Process Agent shall cease to so actact as Process Agent, then each Loan Party party hereto shall appoint forthwith, in the relevant Guarantor covenants and agrees to designate irrevocably and appoint without delay another such manner provided for herein, a successor Process Agent qualified to act as an agent for service of process with respect to all courts in and of the State of New York City reasonably satisfactory and reasonable acceptable to the Administrative Agent and to deliver promptly to the Administrative Agent evidence in writing of such other Process Agent's acceptance of such appointment. Each Guarantor irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such 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 and shall, to the fullest extent permitted by law, be taken and held to be valid and personal service upon such Guarantor.

Appointment of Process Agent. Each The Guarantor hereby irrevocably designates, appoints and empowers CT Corporation System (System, with offices on the "Process Agent")date of this Guarantee at 111 0xx Xxxxxx, presently located at 000 Xxxxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as xx its authorized agentdesignee, appointee and agent with respect to any action or proceeding to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all process legal process, summons, notices and documents which may be served in any suit, such action or proceeding and agrees that the failure of any such agent to give any advice of any service of process to it shall not impair or affect the nature referred validity of such service or of any judgment based thereon. If for any reason such designee, appointee and agent shall cease to in Section 20 (a) hereof in any courts of the State of New Yorkbe available to act as such, the courts of Guarantor shall designate a new designee, appointee and agent in the United States of America on the terms and for the Southern District purposes 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 Process Agent to accept such 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 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 accept 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 relevant Guarantor covenants and agrees to designate irrevocably and appoint without delay another such Process Agent in New York City provision reasonably satisfactory to the Administrative Agent and to deliver promptly Trustee. The Guarantor further irrevocably consents to the Administrative Agent evidence service of process out of any of the aforementioned courts in writing any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it, at its address set forth below, such service to become effective 30 days after such mailing. Nothing in this Guarantee shall affect the right of the Trustee to serve process or to commence legal proceedings or otherwise proceed against the Guarantor in any other Process Agent's acceptance of such appointmentjurisdiction in any other manner permitted by law. Each The NRG Northeast Generating Indenture ---------------------------------- 105 Guarantor irrevocably waiveswaives irrevocably, to the fullest extent permitted by law, all any objection to the laying of venue in New York, New York, and any claim of error by reason inconvenient forum in respect of any such service and agrees that such service shall action in New York, New York to which it might otherwise be deemed in every respect effective service of process upon such Guarantor entitled in any such suit, action actions arising out of or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid and personal service upon such Guarantor.based on this Guarantee. NRG Northeast Generating Indenture ----------------------------------

Appointment of Process Agent. Each Guarantor 26.1 Tetra Tech hereby irrevocably designates, appoints and empowers CT Corporation System (the "Process Agent"), presently located at 000 Xxxxxx Xxxxxx, Xxx Xxxxxxx of 0 Xxxxxxxxxx Xxxx, Xxx Xxxx 00000Xxxxxxx, Xxxxxxxxx, XX0 0XX, Xxxxxx Xxxxxxx as its authorized agent, agent to accept on its behalfservice of process in the United Kingdom in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by Tetra Tech. 26.2 Tetra Tech agrees to inform RPS in writing of any and all process which may be served in any suit, action or proceeding change of the nature referred to in Section 20 (a) hereof in any courts of the 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 address of such process agent within 28 days of such change. 26.3 If Tetra Tech ceases to be able to act as such Guarantor or to have an address in care the United Kingdom, Tetra Tech irrevocably agrees to appoint a new process agent in the United Kingdom reasonably acceptable to RPS and to confirm to RPS in writing within 14 days the name of the Process Agent at the Process Agent's address as stated new process agent so appointed. 26.4 Nothing in this Section 19 and each such Guarantor hereby irrevocably authorizes and directs Agreement shall affect the Process Agent right to accept such service on its behalfserve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts. Each Guarantor represents and warrants that it has Cooperation Agreement DLA Piper | 20 In this Schedule 1, references to an "award" include, where the context requires, a conditional right to acquire, or an option over, RPS Shares (or a right to receive a cash sum equal in value to RPS Shares, less any applicable exercise price, whether notional or otherwise) granted pursuant to the Process Agent a validRPS Share Plans. In the event the Transaction is effected by way of an Offer, binding references to "Court Sanction Date" in this Schedule 1 will be read as if they refer to the date on which the Offer becomes or is declared unconditional in all respects or, where appropriate, the date on which Tetra Tech obtains control of RPS pursuant to the Offer. Tetra Tech and enforceable irrevocable power of attorney RPS agree that the Scheme Record Time (as defined in the presence of a Mexican notary public, 2.7 Announcement) shall take place after the Sanction Hearing to allow those participants in the form required under RPS Share Plans who acquire RPS Shares on or before the Credit AgreementSanction Hearing (including where awards vest and/or are exercised upon the Court sanctioning the Scheme and such awards are settled by the delivery of RPS Shares shortly following the Sanction Hearing) to have those RPS Shares acquired by Tetra Tech and dealt with through the Scheme (rather than, that such Process Agent has agreed in writing to accept such appointment and that a true copy for the avoidance of such designation and acceptance as been delivered doubt, those RPS Shares being acquired by Tetra Tech pursuant to the Administrative Agent. Such designation and appointment shall amendment that is expected to be irrevocable until all principal and interest and all other amounts payable under the Loan Documents shall have been paid made to RPS’s articles of association in full in accordance connection with the provisions thereof. If such Process Agent shall cease to so act, the relevant Guarantor covenants and agrees to designate irrevocably and appoint without delay another such Process Agent in New York City reasonably satisfactory to the Administrative Agent and to deliver promptly to the Administrative Agent evidence in writing of such other Process Agent's acceptance of such appointment. Each Guarantor irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such 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 and shall, to the fullest extent permitted by law, be taken and held to be valid and personal service upon such GuarantorTransaction).

Appointment of Process Agent. Each Guarantor of the Issuer, Funding 1, the Mortgages Trustee and Halifax hereby irrevocably designates, designates and appoints and empowers CT Corporation System System, 111 Eighth Avenue, New York, NY 10011 (the "Process Agent"PROCESS AGENT), presently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agentauxxxxxxxx xxxxx, to accept on its behalf, service of any and all process which may xxxx xxxx xxxxxxx xxx be served in any legal suit, action or proceeding of based on or arising under or in connection with this Agreement, it being understood that the nature referred to in Section 20 (a) hereof in any courts of the State of New York, the courts of the United States of America for the Southern District of New York, designation 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 appointment of the Process Agent at as such authorized agent shall become effective immediately without any further action on the Process Agent's address part of the Issuer, Funding 1, the Mortgages Trustee or Halifax, as stated applicable. Such appointment shall be irrevocable to the extent permitted by applicable law and subject to the appointment of a successor agent in the United States on terms substantially similar to those contained in this Section 19 14(c) and each reasonably satisfactory to the Representatives. If the Process Agent shall cease to act as agent for service of process, the Issuer, Funding 1, the Mortgages Trustee and Halifax shall appoint, without unreasonable delay, another such Guarantor agent, and notify the Representatives of such appointment. Each of the Issuer, Funding 1, the Mortgages Trustee and Halifax represents to the Underwriters that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing and the Issuer, Funding 1, the Mortgages Trustee and Halifax hereby irrevocably authorizes authorize and directs direct the Process Agent to accept such service on its behalfservice. Each Guarantor represents of the Issuer, Funding 1, the Mortgages Trustee and warrants Halifax further agree that it has granted to service of process upon the Process Agent a valid, binding and enforceable irrevocable power written notice of 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 service to accept 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 relevant Guarantor covenants and agrees to designate irrevocably and appoint without delay another such Process Agent in New York City reasonably satisfactory to the Administrative Agent and to deliver promptly to the Administrative Agent evidence in writing of such other Process Agent's acceptance of such appointment. Each Guarantor irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service and agrees that such service it shall be deemed in every respect effective service of process upon such Guarantor it in any such legal suit, action or proceeding and shall, proceeding. Nothing in this Section 14(c) shall affect the right of any Underwriter or any person controlling any Underwriter to the fullest extent serve process in any other manner permitted by law, be taken and held to be valid and personal service upon such Guarantor.

Appointment of Process Agent. Each Guarantor The Borrower hereby irrevocably designatesappoints CCS Global Solutions, appoints and empowers CT Corporation System Inc. (the "“Process Agent"”), presently located with an office on the date hereof at 000 Xxxxxx 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent, agent with all powers necessary to accept receive on its behalf, behalf service of copies of the summons and complaint and any and all other process which may be served in any suit, action or proceeding arising out of or relating to the Loan Documents in any of the nature referred to courts in Section 20 (a) hereof in any courts and of the 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 or delivering a copy of such process to such Guarantor the Borrower in care of the Process Agent at the Process Agent's ’s above address as stated in this Section 19 and each such Guarantor the Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Each Guarantor represents behalf and warrants agrees that it has granted to the failure of the Process Agent a valid, binding and enforceable irrevocable power of 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 accept 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 relevant Guarantor covenants and agrees to designate irrevocably and appoint without delay another such Process Agent in New York City reasonably satisfactory to the Administrative Agent and to deliver promptly to the Administrative Agent evidence in writing of such other Process Agent's acceptance of such appointment. Each Guarantor irrevocably waives, to the fullest extent permitted by law, all claim of error by reason give any notice of any such service and agrees that to the Borrower shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. As an alternative method of service, the Borrower also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Borrower at its address specified in Section 13.02(a). If for any reason CCS Global Solutions, Inc. shall be deemed cease to act as Process Agent, the Borrower shall appoint forthwith, in every respect effective the manner provided for herein, a successor Process Agent qualified to act as an agent for service of process upon such Guarantor with respect to all courts in any such suit, action or proceeding and shall, of the State of New York and acceptable to the fullest extent permitted by law, be taken and held to be valid and personal service upon such GuarantorAgent.

Appointment of Process Agent. Each Guarantor member of the Borrower Group 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, agrees that service of any all writs, process and all process which may be served summonses in any suit, action or proceeding of the nature referred to brought in Section 20 (a) hereof in any courts of the State of New York, the courts York relating to this Agreement or any of the United States of America for the Southern District of other Transaction Documents may be made upon CT Corporation System, presently located at 111 Eighth Avenue, 13th Floor, New York, New York 10011, U.S.A. (the "Xxxxxxx Xxxxx"), xxx xxxx xxxxxx xx xxx Xxxxxxxx Xxxxp hereby confirms 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 agrees that the Process Agent at the Process Agent's address has been duly and irrevocably appointed as stated its agent and true and lawful attorney-in-fact in this Section 19 its name, place and each such Guarantor hereby irrevocably authorizes stead to receive and directs the Process Agent to accept forward such 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 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 accept 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 any and all other amounts payable such writs, process and summonses for a period ending no earlier than December 31, 2003 and, thereafter, for subsequent one-year periods, so long as this Agreement is in full force and effect, until the obligations of each member of the Borrower Group under this Agreement have been fulfilled, the Loan Documents shall Special Loans have been paid in full in accordance with and the provisions thereofSpecial Loan Commitments have been irrevocably terminated. If such Each member of the Borrower Group agrees that the failure of the Process Agent shall cease to so act, the relevant Guarantor covenants and agrees to designate irrevocably and appoint without delay another such Process Agent in New York City reasonably satisfactory to the Administrative Agent and to deliver promptly to the Administrative Agent evidence in writing of such other Process Agent's acceptance of such appointment. Each Guarantor irrevocably waives, to the fullest extent permitted by law, all claim of error by reason give any notice of any such service and agrees that of process to such member of the Borrower Group shall not impair or affect the validity of such service shall be deemed in every respect effective or of any judgment based thereon. Each member of the Borrower Group hereby further irrevocably consents to the service of process upon such Guarantor in any such suit, action or proceeding and shallin said courts by the mailing thereof by any party hereto by registered or certified mail, to the fullest extent permitted by lawpostage prepaid, be taken and held to be valid and personal service upon such Guarantor.at Paseo de los Tamarindos 400-A, Piso 24, Bosques de las Lomas, Mexico, X.X. 00000, Xxxxxx, Xxxxxxxxx: Xxrector General. [XXXXXXURES TO FOLLOW]

Appointment of Process Agent. Each The Guarantor hereby irrevocably designates, appoints and empowers CT Corporation System (System, with offices on the "Process Agent"), presently located date of this Guarantee at 000 111 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as xx its authorized agentdesignee, appointee and agent with respect to any action or proceeding to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all process legal process, summons, notices and documents which may be served in any suit, such action or proceeding and agrees that the failure of any such agent to give any advice of any service of process to it shall not impair or affect the nature referred validity of such service or of any judgment based thereon. If for any reason such designee, appointee and agent shall cease to in Section 20 (a) hereof in any courts of the State of New Yorkbe available to act as such, the courts of Guarantor shall designate a new designee, appointee and agent in the United States of America on the terms and for the Southern District purposes 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 Process Agent to accept such 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 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 accept 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 relevant Guarantor covenants and agrees to designate irrevocably and appoint without delay another such Process Agent in New York City provision reasonably satisfactory to the Administrative Agent and to deliver promptly Trustee. The Guarantor further irrevocably consents to the Administrative Agent evidence service of process out of any of the aforementioned courts in writing any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it, at its address set forth below, such service to become effective 30 days after such mailing. Nothing in this Guarantee shall affect the right of the Trustee to serve process or to commence legal proceedings or otherwise proceed against the Guarantor in any other Process Agent's acceptance of such appointmentjurisdiction in any other manner permitted by law. Each The Guarantor irrevocably waiveswaives irrevocably, to the fullest extent permitted by law, all any objection to the laying of venue in New York, New York, and any claim of error by reason inconvenient forum in respect of any such service and agrees that such service shall action in New York, New York to which it might otherwise be deemed in every respect effective service of process upon such Guarantor entitled in any such suit, action actions arising out of or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid and personal service upon such Guarantor.based on this Guarantee. NRG South Central Generating Indenture

Appointment of Process Agent. Each Guarantor 33.1 Spring Capital hereby irrevocably designatesappoints Xxxxxxx Xxxx of 27/F Entertainment Building, appoints and empowers CT Corporation System (the "Process Agent")30 Queen’s Road, presently located at 000 Xxxxxx XxxxxxCentral, Xxx Xxxx, Xxx Xxxx 00000, Hong Kong as its authorized agent, agent to accept receive and acknowledge on its behalf, behalf service of any writ, summons, order, judgment or other notice of legal process in Hong Kong. If for any reason the agent named above (or its successor) no longer serves as agent of Spring Capital for this purpose, Spring Capital shall promptly appoint a successor agent, notify the other Parties thereof and all process which may be served in any suit, action or proceeding of deliver to the nature referred to in Section 20 (a) hereof in any courts of the 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 other Parties a copy of the new process agent’s acceptance of appointment, provided that until the other Parties receive such notification, they shall be entitled to treat the agent named above (or its said successor) as the agent of Spring Capital for the purposes of this Clause 33.1. Spring Capital agrees that any such legal process shall be sufficiently served on them if delivered to such Guarantor agent for service at its address for the time being in care Hong Kong whether or not such agent gives notice thereof to Spring Capital. 33.2 FountainVest hereby irrevocably appoints Xxxxxxxx Xxxxx of Xxxxx 000, XXXX Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx as its agent to receive and acknowledge on its behalf service of any writ, summons, order, judgment or other notice of legal process in Hong Kong. If for any reason the agent named above (or its successor) no longer serves as agent of FountainVest for this purpose, FountainVest shall promptly appoint a successor agent, notify the other Parties thereof and deliver to the other Parties a copy of the Process Agent new process agent’s acceptance of appointment, provided that until the other Parties receive such notification, they shall be entitled to treat the agent named above (or its said successor) as the agent of FountainVest for the purposes of this Clause 33.2. FountainVest agrees that any such legal process shall be sufficiently served on them if delivered to such agent for service at its address for the Process Agent's address as stated time being in this Section 19 Hong Kong whether or not such agent gives notice thereof to FountainVest. 33.3 Each of the Key Shareholder, LJ International and each such Guarantor the Company hereby irrevocably authorizes appoints Xxxxxxx Xxxxxxx Limited of Xxxx 0000, Xxx X, Xxxxx Xxxxxxxxxx Xxxxxx, 21 Man Lok Street, Xxxx Xxx, Kowloon, Hong Kong as their agent to receive and directs acknowledge on their behalf service of any writ, summons, order, judgment or other notice of legal process in Hong Kong. If for any reason the Process Agent to accept such service on agent named above (or its behalf. Each Guarantor represents successor) no longer serves as agent of the Key Shareholder, LJ International and/or the Company for this purpose, the Key Shareholder, LJ International and/or the Company shall promptly appoint a successor agent, notify the other Parties thereof and warrants that it has granted deliver to the Process Agent other Parties a valid, binding and enforceable irrevocable power of 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 accept such appointment and that a true copy of the new process agent’s acceptance of appointment, provided that until the Investors receive such designation notification, they shall be entitled to treat the agent named above (or its said successor) as the agent of the Key Shareholder, LJ International and/or the Company for the purposes of this Clause 33.3. The Key Shareholder, LJ International and acceptance as been the Company agree that any such legal process shall be sufficiently served on them if delivered to such agent for service at its address for 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 time being in full in accordance with the provisions thereof. If Hong Kong whether or not such Process Agent shall cease to so act, the relevant Guarantor covenants and agrees to designate irrevocably and appoint without delay another such Process Agent in New York City reasonably satisfactory agent gives notice thereof to the Administrative Agent and to deliver promptly to Key Shareholder, LJ International and/or the Administrative Agent evidence in writing of such other Process Agent's acceptance of such appointment. Each Guarantor irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such 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 and shall, to the fullest extent permitted by law, be taken and held to be valid and personal service upon such GuarantorCompany.

Appointment of Process Agent. Each Guarantor of the Parent, Global, and EOIC hereby irrevocably designates, appoints and empowers CT Corporation System (the "Process Agent"), presently located with an office on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, as its authorized agent, agent to accept receive on behalf of it and its behalf, properties service of copies of the summons and complaint and any and all other process which may be served in any suit, such action or proceeding of the nature referred to in Section 20 (a) hereof in any courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts of any thereofproceeding. Such service may be made by mailing of delivering by certified mail a copy of such process to such Guarantor the Parent, Global, or EOIC, as applicable, in care of the Process Agent at the Process Agent's above address, with a copy to the Parent, Global, or EOIC, as applicable, at its address as stated in this Section 19 specified herein, and each such Guarantor of the Parent, Global, and EOIC hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Each Guarantor represents As an alternative method of service, each of the Parent, Global, and warrants that it has granted EOIC also irrevocably consents to the Process Agent a valid, binding and enforceable irrevocable power service of 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 accept 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 any 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 relevant Guarantor covenants and agrees to designate irrevocably and appoint without delay another such Process Agent in New York City reasonably satisfactory to the Administrative Agent and to deliver promptly to the Administrative Agent evidence in writing of such other Process Agent's acceptance of such appointment. Each Guarantor irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such 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 by the mailing by certified mail of copies of such process to it at its address specified herein. Each of the Parent, Global, and shall, to EOIC 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 fullest extent permitted judgment or in any other manner provided by law. SECTION 8.14. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, be taken and held to be valid and personal service upon such Guarantor.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. -66-