Common use of Consent to Jurisdiction; Waiver of Immunities Clause in Contracts

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of process

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer and the Guarantors have Mortgagor irrevocably submitted (i) submits to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of ManhattanState, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it other location as may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstandingTerm Loan Intercreditor Agreement, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Mortgage, and the Notes. Service Mortgagor hereby irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in any state or federal court sitting in the State or in such other location as may be specified in the Term Loan Intercreditor Agreement. (b) The provisions of the Term Loan Intercreditor Agreement contained in Sections 8.7 and 8.8 thereof are hereby incorporated by reference as if set out in their entirety in this Mortgage. (c) To the extent that the Mortgagor has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Mortgagor hereby irrevocably waives such immunity in respect of its obligations under this Mortgage. (d) Mortgagor waives, to the fullest extent permitted by lawit may effectively do so, be deemed in every respect effective service the defense of process upon such party in an inconvenient forum to the maintenance of any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for ; consents to service of process in any proceedings such action or proceeding by the mailing of a copy of such process to the Mortgagor as set forth in Section 5.1 hereof; and 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 law. (e) Nothing in this Section shall affect the right of the Pari Passu Agent to serve legal process in any other manner permitted by law or affect the right of the Pari Passu Agent to bring any action or proceeding against the Mortgagor or its property in the Borough courts of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processother jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have (a) Guarantor hereby irrevocably submitted (i) submits to the non-exclusive jurisdiction of any state New York State or federal Federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of County, New York in any action or proceeding Action arising out of or related relating to this Guaranty, and (ii) agrees that all claims in respect of such Action may be heard and determined in such New York State or Federal court. Guarantor hereby irrevocably appoints Global Crossing Ltd., 000 Xxxx Xxxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx 00000, Attention: Corporate Secretary (the “Process Agent”), as its agent to receive, on behalf of Guarantor, service of copies of the summons and complaint and any other process which may be served in any such Action. Such service may be made by mailing or delivering a copy of such process to Guarantor in care of the Process Agent at the Process Agent’s address, and Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Guarantor also irrevocably consents to the Notes, service of any and all process in any such Action by the Guarantee mailing of copies of such process to Guarantor at its address specified in Section 7. Guarantor agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or this Indenture. The Issuer and the Guarantors have in any other manner permitted under Legal Requirements. (b) Guarantor irrevocably waivedwaives, to the fullest extent permitted by lawLegal Requirements, and agrees not to assert, by way of motion, as a defense or otherwise (i) any objection which it may have or may hereafter have to the laying of the venue of any such action or proceeding Action brought any of the courts described in such a court and Section 8(a), (ii) any claim that any such action or proceeding Action brought in any such a court has been brought in an inconvenient forum and forum, or (iii) any right claim that Guarantor is not personally subject to which it may be entitled on account the jurisdiction of place of residence or domicileany such courts. The Issuer and the Guarantors have agreed Guarantor agrees that final judgment in any such action or proceeding Action brought in any such court shall be conclusive and binding upon such party Guarantor and may be enforced by Landlord in the courts of any state, in any court federal court, and in any other courts having jurisdiction over Guarantor or any of its property, and Guarantor agrees not to assert any defense, counterclaim or right of set-off in any Action brought by Landlord to enforce such judgment. (c) Nothing in this Section 8 shall limit or affect Landlord’s right to (i) serve legal process in any other manner permitted by Legal Requirements, or (ii) bring any Action against Guarantor or its property in the courts of any other jurisdictions. (d) Guarantor hereby irrevocably waives, with respect to itself and its property, any diplomatic or sovereign immunity of any kind or nature, and any immunity from the jurisdiction of any court or from any legal process, to which Guarantor may be entitled, and agrees not to assert any claims of any such party immunities in any Action brought by Landlord under or in connection with this Guaranty. Guarantor acknowledges that the making of such waivers, and Landlord’s reliance on the enforceability thereof, is subject by a suit upon material inducement to Landlord to enter into the Lease. (e) Guarantor agrees to execute, deliver and file all such judgment; provided, however, that service further instruments as may be necessary under the laws of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out order to make effective (i) the appointment of or relating the Process Agent, (ii) the consent by Guarantor to jurisdiction of the Notes. Service state courts of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer New York and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process federal courts sitting in any proceedings in the Borough of ManhattanNew York County, City and State of New York. Service , and (iii) all of process personally delivered upon the agents specified in the preceding paragraph and written notice other provisions of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processthis Section 8.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have parties hereto hereby irrevocably submitted submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, Manhattan in The City and State of New York for the purposes with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to this Indenture or the NotesNotes or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the Guarantee or this Indenturejurisdiction of the aforesaid courts. The Issuer and Each of the Guarantors have parties hereto irrevocably waivedwaives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum and any right to which it may be entitled on account forum. Each of place of residence or domicile. The the Issuer and the Guarantors have agreed irrevocably appoints Cogency Global Inc. (the “Process Agent”), with an office at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Issuer and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that final judgment appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Issuer and the Guarantors in any other court of competent jurisdiction. (b) Each of the Issuer and the Guarantors hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York. Such service shall be conclusive and binding upon made by delivering by hand a copy of such party and may be enforced in any court process to the jurisdiction Issuer or the Guarantors, as the case may be, in care of which the Process Agent at the address specified above. The Issuer irrevocably authorizes and directs the Process Agent to accept such party is subject by a suit upon service on its behalf. Failure of the Process Agent to give notice to the Issuer or failure of the Issuer to receive notice of such judgment; provided, however, that service of process is effected upon shall not affect in any way the validity of such Person service on the Process Agent or the Issuer. As an alternative method of service the Issuer consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Issuer at its address specified in Section 11.02 or at any other address previously furnished in writing by the Issuer to the Trustee. The 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 designation of the Process Agent above in full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such. (c) Nothing in this Section 11.11 shall affect the right of any party, including the Trustee, any Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of any party to bring any action or proceeding against any other party or its property in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, courts of other competent jurisdictions. (d) Each of the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattanirrevocably agrees that, City and State of New York, upon whom process may be served in any legal action proceedings anywhere (whether for an injunction, specific performance or proceeding arising out of or relating otherwise), no immunity (to the Notes. Service extent that it may at any time exist, whether on the grounds of process upon sovereignty or otherwise) from such agent and written notice proceedings, from attachment (whether in aid of such service mailed execution, before judgment or delivered otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the party extent required by applicable law, any such immunity being joined in such action or proceeding shallirrevocably waived, to the fullest extent permitted by applicable law, be deemed in every respect effective service . Each of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be deemed be, subject to such proceedings, attachment or execution in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processobligations under this Indenture or the Notes.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have has irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee Securities or this Indenture. The Issuer and the Guarantors have has irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have has agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note Security remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the NotesSecurities. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each has appointed Cogency Global Inc. Inc., located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as their its agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the GuarantorsIssuer, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of process

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors Guarantor have irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee Note Guaranty or this Indenture. The Issuer and the Guarantors Guarantor have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors Guarantor have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors Guarantor will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors Guarantor have each appointed Cogency Global Inc. National Corporate Research, Ltd., located at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as their its agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents agent specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors Guarantor shall be deemed in every respect effective service of process upon the Issuer and the GuarantorsGuarantor, provided, however, that no notice by mail on the Issuer and the Guarantors Guarantor or any of its agents agent shall be deemed effective service of process

Consent to Jurisdiction; Waiver of Immunities. The Issuer Guarantor hereby acknowledges and the Guarantors have agrees that: (a) It expressly, irrevocably submitted and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of any state or federal court sitting in the Borough Supreme Court of Manhattan, City and the State of New York for sitting in New York County and of the purposes United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or related relating to this Guaranty or any other Loan Document, or for the recognition or enforcement of any judgment, and the Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or, to the Notesextent permitted by law, the Guarantee or this Indenturein such federal court. The Issuer Guarantor hereby irrevocably waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the Guarantors have laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty or any other Loan Document in any court referred to herein. The Guarantor hereby irrevocably waivedwaives, to the fullest extent permitted by law, any objection which it may have the defense of an inconvenient forum to the laying maintenance of such action or proceeding in any such court. The Guarantor hereby irrevocably appoints Xxxxxx Xxxx & Priest LLP (the "Process Agent"), with an office on the date hereof ------------- at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent to receive, on behalf of the venue Guarantor and its property, service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering, return receipt requested, a copy of such process to the Guarantor in care of the Process Agent at the Process Agent's above address, and the Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Guarantor also irrevocably consents to the service of any and all process in any such action or proceeding brought in by the mailing of copies of such a court process to the Guarantor at its address specified on the signature page hereof and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account the attention of place of residence or domicilethe person specified thereon. The Issuer and the Guarantors have agreed Guarantor agrees that a final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in other jurisdictions by suit on the judgment or in any court other manner provided by law. (b) Nothing in this Section shall affect the right of the Agent or any other Lender Party to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of serve legal process is effected upon such Person in the any other manner specified in the following paragraph or as otherwise permitted by law. As long as law or affect the right of the Agent or any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in other Lender Party to bring any legal action or proceeding arising out against the Guarantor or its property in the courts of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to any other jurisdictions. (c) To the extent permitted by lawthat the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, be deemed attachment prior to judgment, attachment in every aid of execution, execution or otherwise) with respect effective service of process upon to itself or its property, the Guarantor hereby irrevocably waives such party immunity in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processobligations under this Guaranty.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have Each Subordinated Creditor irrevocably submitted submits to the non-exclusive jurisdiction of any state New York State or federal court sitting in the Borough of Manhattan, The City and State of New York for the purposes of over any suit, action or proceeding arising out of or related relating to the Notes, the Guarantee or this IndentureAgreement. The Issuer and the Guarantors have Each Subordinated Creditor irrevocably waivedwaives, 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 such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum and any right forum. Each Subordinated Creditor consents to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment process being served in any such suit, action or proceeding brought in such court shall be conclusive and binding by either (a) mailing a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to its address specified pursuant to Section 10 or (b) serving a copy thereof upon such party and may be enforced in any court Subordinated Creditor at its address specified pursuant to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, Section 10. Each Subordinated Creditor agrees that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b) shall, to the Issuer fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. Nothing in this Section 16 shall affect the Guarantorsright of any holder of Obligations to serve process in any manner permitted by law or limit the right of any holder of Obligations to bring proceedings against any Subordinated Creditor in the courts of any other jurisdiction. To the extent that any Subordinated Creditor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, providedattachment prior to judgment, howeverattachment in aid of execution, that no notice execution or otherwise) with respect to itself or its property, such Subordinated Creditor hereby irrevocably waives (to the fullest extent permitted by mail on the Issuer and the Guarantors or any law) such immunity in respect of its agents shall be deemed effective service of processobligations under this Agreement.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have Each Subordinated Creditor irrevocably submitted submits to the non-exclusive jurisdiction of any state New York State or federal Federal court sitting in the Borough of Manhattan, The City and State of New York for the purposes of over any suit, action or proceeding arising out of or related relating to the Notes, the Guarantee or this IndentureAgreement. The Issuer and the Guarantors have Each Subordinated Creditor irrevocably waivedwaives, 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 such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum and any right forum. Each Subordinated Creditor consents to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment process being served in any such suit, action or proceeding brought in such court shall be conclusive and binding by either (a) mailing a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to its address specified pursuant to Section 10 or (b) serving a copy thereof upon such party and may be enforced in any court Subordinated Creditor at its address specified pursuant to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, Section 10. Each Subordinated Creditor agrees that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b) shall, to the Issuer fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. Nothing in this Section 16 shall affect the Guarantorsright of any holder of Obligations to serve process in any manner permitted by law or limit the right of any holder of Obligations to bring proceedings against any Subordinated Creditor in the courts of any other jurisdiction. To the extent that any Subordinated Creditor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, providedattachment prior to judgment, howeverattachment in aid of execution, that no notice execution or otherwise) with respect to itself or its property, such Subordinated Creditor hereby irrevocably waives (to the fullest extent permitted by mail on the Issuer and the Guarantors or any law) such immunity in respect of its agents shall be deemed effective service of processobligations under this Agreement.

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer and the Guarantors have Guarantor hereby irrevocably submitted submits to the non-exclusive jurisdiction of any state Texas State or federal Federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of _________ in any action or proceeding arising out of or related relating to this Guaranty, and the Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Texas State or Federal court. The Guarantor irrevocably consents to the Notesservice of any and all process in any such action or proceeding by the mailing (by certified or registered mail, postage prepaid and return receipt requested) or delivering a copy of such process to the Guarantee or this IndentureGuarantor at its address specified in Section 9 hereof, in the case of mailing, such service to become effective thirty (30) days after such mailing. The Issuer Guarantor 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 Guarantors have judgment or in any other manner provided by law. (b) Nothing in this Section 10 shall affect the right of the Lender to serve legal process in any other manner permitted by law or affect the right of the Lender to bring any action or proceeding against the Guarantor or its property in the courts of any other jurisdictions. (c) The Guarantor hereby expressly and irrevocably waivedwaives, to the fullest extent permitted by law, any objection which it he may now or hereafter have to the laying of the venue of any such action or proceeding brought in any such a court referred to above and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and forum. To the extent that the Guarantor has or hereafter may acquire any right immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to which it may be entitled on account judgment, attachment in aid of place execution or otherwise) with respect to himself or his property, the Guarantor hereby irrevocably waives such immunity in respect of residence or domicile. The Issuer his obligations under this Guaranty and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processother Loan Documents.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have Guarantor hereby irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court submits to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person any New York state or Federal court sitting in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served York in any legal action or proceeding arising out of or relating to this Guaranty, and the Notes. Service Guarantor hereby irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in New York state or Federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by lawit may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Guarantor agrees and irrevocably consents to the Guarantors have each appointed Cogency Global Inc. as their agent for service of any and all process in any proceedings such action or proceeding by the mailing, by registered or certified U.S. mail, or by any other means or mail that requires a signed receipt, of copies of such process to the Guarantor at its address set forth in section 7.4. The Guarantor 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 law. Nothing in this Section 7.10 shall affect the right of any holder of the Notes to serve legal process in any other manner permitted by law or affect the right of any holder of the Notes to bring any action or proceeding against the Guarantor or its property in the Borough courts of Manhattan, City and State any other jurisdiction. To the extent that the Guarantor has or hereafter may acquire immunity from jurisdiction of New York. Service of any court or from any legal process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective (whether through service of process upon notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any Guarantor hereby irrevocably waives such immunity in respect of its agents shall be deemed effective service of processobligations under this Guaranty.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have (a) Guarantor hereby irrevocably submitted submits to the non-exclusive jurisdiction of any state or federal court sitting in the Borough courts of Manhattanthe State of New York, City and the courts of the United States of America for the Southern District of the State of New York for the purposes of in any action action, suit or proceeding arising out of or related relating to this Guaranty, and Guarantor hereby irrevocably agrees that all claims in respect of such action, suit or proceeding may be heard and determined in the State of New York or such federal court. Guarantor consents to the Notesservice of any and all process in any such action, suit or proceeding by mailing (by certified or registered mail, postage prepaid and return receipt requested) or delivering a copy of such process to Guarantor at its address set forth in Section 8 hereof or at such other address of which the Guarantee Agent shall have been notified pursuant thereto. Guarantor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Nothing in this Indenture. The Issuer Section 9 shall affect the right of the Agent to serve legal process in any other manner permitted by law or affect the right of the Agent to bring any action, suit or proceeding against Guarantor or its property in the courts of any other jurisdictions. (c) Guarantor hereby expressly and the Guarantors have irrevocably waivedwaives, 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 action action, suit or proceeding brought in any such a court referred to above and any claim that any such action action, suit or proceeding brought in such a court has been brought in an inconvenient forum forum. To the extent that Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Guaranty and the other Loan Documents. (d) To the extent that Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Guaranty (e) Guarantor hereby expressly and irrevocably waives any right to which it may be entitled on account of place of residence have to claim or domicile. The Issuer and the Guarantors have agreed that final judgment recover in any such action action, suit or proceeding brought referred to in such court shall be conclusive and binding upon such party and may be enforced in this Section any court to the jurisdiction of which such party is subject by a suit upon such judgment; providedspecial, howeverexemplary, that service of process is effected upon such Person in the manner specified in the following paragraph punitive or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processconsequential damages.

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer and the Guarantors have Guarantor hereby irrevocably submitted submits to the non-exclusive jurisdiction of any state New York State or federal Federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of City in any action or proceeding arising out of or related relating to this Guaranty, and the Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. The Guarantor hereby irrevocably appoints Mark S. Keegan (the "Proxxxx Xxxxx"), with an office on the date hereof at Suite 750, 15 South Main Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000, xx xxx xxxxx xx xxxxxxe on behalf of the Guarantor and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing (by certified or registered mail, postage prepaid and return receipt requested) or delivering a copy of such process to the NotesGuarantor in care of the Process Agent at the Process Agent's above address, and the Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Guarantee Guarantor also irrevocably consents to the service of any and all process in any such action or this Indentureproceeding by the mailing of copies of such process to the Guarantor at its address specified in Section 8 hereof. The Issuer Guarantor 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 Guarantors have judgment or in any other manner provided by law. (b) Nothing in this Section 9 shall affect the right of the Administrative Agent to serve legal process in any other manner permitted by law or affect the right of the Administrative Agent to bring any action or proceeding against the Guarantor or its property in the courts of any other jurisdictions. (c) The Guarantor hereby expressly and irrevocably waivedwaives, 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 action or proceeding litigation brought in any such a court referred to above and any claim that any such action or proceeding brought in such a court litigation has been brought in an inconvenient forum and forum. To the extent that the Guarantor has or hereafter may acquire any right immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to which it may be entitled on account judgment, attachment in aid of place execution or otherwise) with respect to itself or its property, the Guarantor hereby irrevocably waives such immunity in respect of residence or domicile. The Issuer its obligations under this Guaranty and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processother Credit Documents.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have parties hereto hereby irrevocably submitted submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, Manhattan in The City and State of New York for the purposes with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to this Indenture or the NotesNotes or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the Guarantee or this Indenturejurisdiction of the aforesaid courts. The Issuer and Each of the Guarantors have parties hereto irrevocably waivedwaives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum and any right to which it may be entitled on account forum. Each of place of residence or domicile. The the Issuer and the Guarantors have agreed irrevocably appoints Cogency Global Inc. (the “Process Agent”), with an office at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Issuer and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that final judgment appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Issuer and the Guarantors in any other court of competent jurisdiction. (b) Each of the Issuer and the Guarantors hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York. Such service shall be conclusive and binding upon made by delivering by hand a copy of such party and may be enforced in any court process to the jurisdiction Issuer or the Guarantors, as the case may be, in care of which the Process Agent at the address specified above. The Issuer irrevocably authorizes and directs the Process Agent to accept such party is subject by a suit upon service on its behalf. Failure of the Process Agent to give notice to the Issuer or failure of the Issuer to receive notice of such judgment; provided, however, that service of process is effected upon shall not affect in any way the validity of such Person service on the Process Agent or the Issuer. As an alternative method of service the Issuer consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Issuer at its address specified in Section 12.02 or at any other address previously furnished in writing by the Issuer to the Trustee. The 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 designation of the Process Agent above in full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such. (c) Nothing in this Section 12.11 shall affect the right of any party, including the Trustee, any Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of any party to bring any action or proceeding against any other party or its property in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, courts of other competent jurisdictions. (d) Each of the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattanirrevocably agrees that, City and State of New York, upon whom process may be served in any legal action proceedings anywhere (whether for an injunction, specific performance or proceeding arising out of or relating otherwise), no immunity (to the Notes. Service extent that it may at any time exist, whether on the grounds of process upon sovereignty or otherwise) from such agent and written notice proceedings, from attachment (whether in aid of such service mailed execution, before judgment or delivered otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the party extent required by applicable law, any such immunity being joined in such action or proceeding shallirrevocably waived, to the fullest extent permitted by applicable law, be deemed in every respect effective service . Each of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be deemed be, subject to such proceedings, attachment or execution in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processobligations under this Indenture or the Notes.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have parties hereto hereby irrevocably submitted submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, Manhattan in The City and State of New York for the purposes with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to this Indenture or the NotesBonds or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the Guarantee or this Indenturejurisdiction of the aforesaid courts. The Issuer and Each of the Guarantors have parties hereto irrevocably waivedwaives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum forum. The Transaction Parties irrevocably appoint Law Debenture Corporate Services Inc., 000 Xxxxxxx Xxxxxx, Xxxxx 0X, Xxx Xxxx, XX 00000 (the “Process Agent”), with an office at New York, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any right to other process which it may be entitled served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, the Transaction Parties shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, the Paying Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company or any Guarantor in any other court of competent jurisdiction. (b) Each of the Transaction Parties hereby irrevocably appoints the Process Agent as its agent to receive, on account behalf of place itself and its property, service of residence or domicile. The Issuer copies of the summons and the Guarantors have agreed that final judgment complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent sitting in the Borough of Manhattan, Manhattan in The City and State of New York, upon whom . Such service shall be made by delivering by hand a copy of such process may be served in any legal action or proceeding arising out of or relating to the NotesTransaction Party, as applicable, in care of the Process Agent at the address specified above. Service The Transaction Parties hereby irrevocably authorize and direct the Process Agent to accept such service on its behalf. Failure of process upon such agent and written the Process Agent to give notice to the Transaction Parties or failure of the Transaction Parties to receive notice of such service mailed of process shall not affect in any way the validity of such service on the Process Agent or delivered such Transaction Parties. As an alternative method of service, the Transaction Parties also irrevocably consent to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Transaction Parties at their address specified in Section 12.2 or at any other address previously furnished in writing by the Transaction Parties to the Trustee. The Transaction Parties covenant and agree that they shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above in full force and effect during the term of the Bonds, and to cause the Process Agent to continue to act as such. (c) Nothing in this Section 12.10 shall affect the right of any party, including the Trustee, the Principal Paying Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of any party being joined in such to bring any action or proceeding shallagainst any other party or its property in the courts of other competent jurisdictions. (d) The Transaction Parties irrevocably agree that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. The Transaction Parties irrevocably agree that, where permitted by applicable law, be deemed it and its assets are, and shall be, subject to such proceedings, attachment or execution in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processobligations under this Indenture or the Bonds.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan(a) Any legal suit, City and State of New York for the purposes of any action or proceeding arising out of or related to based upon this Indenture, the Notes, the Guarantee Note Guarantees or this Indenturethe transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding (a “Related Judgment”)) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The Issuer parties irrevocably and the Guarantors have irrevocably waived, to the fullest extent permitted by law, unconditionally waive any objection which it may have to the laying of the venue of any such action or proceeding brought Related Proceeding in such a court and the Specified Courts, irrevocably waive any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right rights to which it any of them may be entitled on account of place of residence or present or future domicile, and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. The Each of the Issuer and the Guarantors irrevocably appoints Cogency Global Inc. (the “Authorized Agent”) as its agent to accept and acknowledge on their behalf service of process or other legal summons for purposes of any Related Proceeding that may be instituted in any Specified Court. Each of the Issuer and the Guarantors hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and to the effect set forth in the preceding sentence, each of the Issuer and the Guarantors have agreed granted to such Authorized Agent an irrevocable power of attorney for lawsuits and collections (poder irrevocable para pleitos y cobranzas) before a Mexican notary public, governed by the laws of Mexico, and shall provide evidence that final judgment the fees for the appointment of Process Agent from the date hereof through the Stated Maturity of the Notes are fully paid in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction advance. Each of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at further agrees to take any and all times have an authorized agent action to continue such appointment in the Borough of Manhattan, City full force and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating effect as aforesaid. Subject to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by applicable law, be deemed in every respect effective personal service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors Authorized Agent shall be deemed deemed, in every respect respect, effective service of process upon the Issuer and the Guarantors. (b) With respect to any Related Proceeding, providedeach party irrevocably waives, howeverto the fullest extent permitted by applicable law, that no notice by mail all immunity (whether on the Issuer and the Guarantors basis of sovereignty or any of its agents shall be deemed effective otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have Guarantor and, by its acceptance hereof, the Lenders hereby irrevocably submitted submit to the non-exclusive jurisdiction of any state New York State or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of City in any action or proceeding arising out of or related relating to this Guaranty, and the Guarantor and, by its acceptance hereof, the Lenders hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court. Each of the Guarantor and, by its acceptance hereof, the Lenders irrevocably consent to the Notesservice of any and all process in any such action or proceeding by the mailing of copies of such process to the Guarantor or the Lenders, as the Guarantee or this Indenturecase may be, at its address specified in Section 8 hereof. The Issuer Guarantor 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 Guarantors have judgment or in any other manner provided by law. (b) Nothing in this Section 9 shall affect the right of the Lenders to serve legal process in any other manner permitted by law or affect the right of the Lenders to bring any action or proceeding against the Guarantor or its property in the courts of any other jurisdictions. (c) The Guarantor hereby expressly and irrevocably waivedwaives, 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 action or proceeding litigation brought in any such a court referred to in paragraph (a) above and any claim that any such action or proceeding brought in such a court litigation has been brought in an inconvenient forum and forum. To the extent that the Guarantor has or hereafter may acquire any right immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to which it may be entitled on account judgment, attachment in aid of place execution or otherwise) with respect to itself or its property, the Guarantor hereby irrevocably waives such immunity in respect of residence or domicile. The Issuer its obligations under this Guaranty and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processother Loan Documents.

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer and the Guarantors have Guarantor hereby irrevocably submitted submits to the non-exclusive jurisdiction of any state New York State or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of City in any action or proceeding arising out of or related relating to this Guaranty, and the Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court. The Guarantor irrevocably consents to the Notes, service of any and all process in any such action or proceeding by the Guarantee or this Indenturemailing of copies of such process to the Guarantor at its address specified in Section 8 hereof. The Issuer Guarantor 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 Guarantors have judgment or in any other manner provided by law. (b) Nothing in this Section 9 shall affect the right of the Lender to serve legal process in any other manner permitted by law or affect the right of the Lender to bring any action or proceeding against the Guarantor or their property in the courts of any other jurisdictions. (c) The Guarantor hereby expressly and irrevocably waivedwaives, 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 action or proceeding litigation brought in any such a court referred to above and any claim that any such action or proceeding brought in such a court litigation has been brought in an inconvenient forum and forum. To the extent that the Guarantor has or hereafter may acquire any right immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to which it may be entitled on account judgment, attachment in aid of place execution or otherwise) with respect to itself or its property, the Guarantor hereby irrevocably waives such immunity in respect of residence or domicile. The Issuer its obligations under this Guaranty and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processother Loan Documents.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have parties hereto hereby irrevocably submitted submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, Manhattan in The City and State of New York for the purposes with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to this Indenture or the NotesNotes or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the Guarantee or this Indenturejurisdiction of the aforesaid courts. The Issuer and Each of the Guarantors have parties hereto irrevocably waivedwaives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum forum. The Company irrevocably appoints Law Debenture Corporate Services (the “Process Agent”), with an office at 400 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any right to other process which it may be entitled served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process the Company shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company in any other court of competent jurisdiction. (b) The Company hereby irrevocably appoints the Process Agent as its agent to receive, on account behalf of place itself and its property, service of residence or domicile. The Issuer copies of the summons and the Guarantors have agreed that final judgment complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent sitting in the Borough of Manhattan, Manhattan in The City and State of New York, upon whom . Such service shall be made by delivering by hand a copy of such process may be served in any legal action or proceeding arising out of or relating to the NotesCompany, in care of the Process Agent at the address specified above. Service The Company irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure of process upon such agent and written the Process Agent to give notice to the Company or failure of the Company to receive notice of such service mailed of process shall not affect in any way the validity of such service on the Process Agent or delivered the Company. As an alternative method of service the Company consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company at its address specified in Section 10.02 or at any other address previously furnished in writing by the Company to the Trustee. The Company 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 designation of the Process Agent above in full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such. (c) Nothing in this Section 10.11 shall affect the right of any party, including the Trustee, any Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of any party being joined in such to bring any action or proceeding shallagainst any other party or its property in the courts of other competent jurisdictions. (d) The Company irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the Company irrevocably agrees that, where permitted by applicable law, be deemed it and its assets are, and shall be, subject to such proceedings, attachment or execution in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processobligations under this Indenture or the Notes.

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer Borrower and the Guarantors have hereby irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court submit to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service any New York State court sitting in New York County and to the jurisdiction of process is effected upon such Person in the manner specified in United States District Court for the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State Southern District of New York, upon whom process may be served York in any legal action or proceeding arising out of or relating to this Agreement or the Notes. Service Notes or any other Loan Document, and the Borrower and the Guarantors hereby irrevocably agree that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in such New York State or Federal court. The Borrower and the Guarantors hereby irrevocably waive, to the fullest extent permitted by lawthey may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Borrower and the Guarantors have each appointed Cogency Global Inc. hereby irrevocably appoint CT Corporation Systems (the “Process Agent”), with an office on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as their agent to receive on behalf of themselves and their property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Borrower and the Guarantors in care of the Process Agent (or any successor thereto, as the case may be) at such Process Agent’s above address (or the address of any successor thereto, as the case may be), and the Borrower and the Guarantors hereby irrevocably authorize and direct the Process Agent (and any successor thereto) to accept such service on their behalf. The Borrower and the Guarantors shall appoint a successor agent for service of process should the agency of CT Corporation Systems terminate for any reason, and further shall at all times maintain an agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York, New York, so long as there shall be outstanding any Obligations under the Loan Documents. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer The Borrower and the Guarantors shall be deemed in every respect effective give notice to the Agent of any appointment of successor agents for service of process upon process, and shall obtain from each successor agent a letter of acceptance of appointment and promptly deliver the Issuer and same to the GuarantorsAgent. As an alternative method of service, provided, however, that no notice by mail on the Issuer Borrower and the Guarantors also irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to them at their address specified in Section 8.02 hereof. Without waiver of their rights of appeal permitted by relevant law, the Borrower and the Guarantors agree 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 law. (b) Nothing in this Section 8.06 shall affect the right of the Agent or any Lender to serve legal process in any other manner permitted by law, or affect the right of its agents shall be deemed effective the Agent or any Lender to bring any action or proceeding against the Borrower, the Guarantors or their respective properties in the courts of any other jurisdiction. (c) To the extent that the Borrower and the Guarantors have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of processexecution, execution or otherwise) with respect to themselves or their property, the Borrower and the Guarantors hereby irrevocably waive such immunity in respect of their obligations under this Agreement and the Notes.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have (a) Each Guarantor hereby irrevocably submitted submits to the non-exclusive in personam jurisdiction of any state New York State or federal Federal court of competent jurisdiction sitting in the Borough of Manhattan, City and State of New York for the purposes of City in any action or proceeding arising out of or related relating to the Notesthis Guarantee, the Guarantee and each Guarantor hereby irrevocably agrees that all claims in respect of such action or this Indentureproceeding may be heard or determined in such New York State or Federal court. The Issuer and the Guarantors have Each Guarantor hereby irrevocably waivedwaives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Guarantors may, with the prior written consent of the Collateral Agent, appoint any other Person maintaining an office in New York City as a process agent, and upon the acceptance of the appointment as process agent, such process agent shall thereupon become process agent hereunder. Service of process in any such action or proceeding may be made by mailing (by certified mail) or delivering a copy of such process to each of the Guarantors in care of the Borrower, at the Borrower's above address, and each Guarantor hereby irrevocably authorizes and directs the Borrower to accept such service on its behalf. 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 (by certified mail) of copies of such process to the Guarantors at their addresses specified in Section 4.2. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in accordance with applicable law in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Nothing in this Section shall affect the right of the Collateral Agent to serve legal process in any other manner permitted by lawlaw or affect the right of the Collateral Agent to bring any action or proceeding against each Guarantor or its property in the courts of any other jurisdictions. (c) To the extent that any of the Guarantors has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or to its property, each Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Guarantee. (d) By executing this Guarantee, each Guarantor hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of the venue of any such action of the aforesaid actions or proceeding proceedings arising out of or in connection with this Guarantee brought in such a court any of the aforesaid courts, and hereby further irrevocably and unconditionally waives and agrees not to plead any claim that any such action or proceeding brought in any such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processforum.

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer and the Guarantors have Guarantor hereby irrevocably submitted submits to the non-exclusive jurisdiction of any state New York State or federal Federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of City in any action or proceeding arising out of or related relating to this Guaranty and the Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. The Guarantor further irrevocably consents to the Notesservice of process (i) by registered or certified mail, postage prepaid, to the Guarantee Guarantor at its address specified in Section 9 hereof, such service to become effective five (5) days after such mailing, or (ii) by personal service within or without the State of New York. (b) Nothing in this Indenture. Section 10 shall affect the right of the Agent to serve legal process in any other manner permitted by law or affect the right of the Agent to bring any action or proceeding against the Guarantor or its property in the courts of any other jurisdictions. (c) The Issuer Guarantor hereby expressly and the Guarantors have irrevocably waivedwaives, 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 action or proceeding litigation brought in any such a court referred to above and any claim that any such action or proceeding brought in such a court litigation has been brought in an inconvenient forum and forum. To the extent that the Guarantor has or hereafter may acquire any right immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to which it may be entitled on account judgment, attachment in aid of place execution or otherwise) with respect to itself or its property, the Guarantor hereby irrevocably waives such immunity in respect of residence or domicile. The Issuer its obligations under this Guaranty and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processother Loan Documents.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have parties hereto hereby irrevocably submitted submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, Manhattan in The City and State of New York for the purposes with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to this Indenture or the NotesNotes or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the Guarantee or this Indenturejurisdiction of the aforesaid courts. The Issuer and Each of the Guarantors have parties hereto irrevocably waivedwaives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum and any right to which it may be entitled on account forum. Each of place of residence or domicile. The the Issuer and the Guarantors have agreed irrevocably appoints Cogency Global Inc. (the “Process Agent”), with an office at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Issuer and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that final judgment appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Issuer and the Guarantors in any other court of competent jurisdiction. (b) Each of the Issuer and the Guarantors hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York. Such service shall be conclusive and binding upon made by delivering by hand a copy of such party and may be enforced in any court process to the jurisdiction Issuer or the Guarantors, as the case may be, in care of which the Process Agent at the address specified above. The Issuer irrevocably authorizes and directs the Process Agent to accept such party is subject by a suit upon service on its behalf. Failure of the Process Agent to give notice to the Issuer or failure of the Issuer to receive notice of such judgment; provided, however, that service of process is effected upon shall not affect in any way the validity of such Person service on the Process Agent or the Issuer. As an alternative method of service the Issuer consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Issuer at its address specified in Section 11.02 or at any other address previously furnished in writing by the Issuer to the Trustee. The 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 designation of the Process Agent above in full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such. (c) Nothing in this Section 11.11 shall affect the right of any party, including the Trustee, any Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of any party to bring any action or proceeding against any other party or its property in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, courts of other competent jurisdictions. (d) Each of the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattanirrevocably agrees that, City and State of New York, upon whom process may be served in any legal action proceedings anywhere (whether for an injunction, specific performance or proceeding arising out of or relating otherwise), no immunity (to the Notes. Service extent that it may at any time exist, whether on the grounds of process upon sovereignty or otherwise) from such agent and written notice proceedings, from attachment (whether in aid of such service mailed execution, before judgment or delivered otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the party extent required by applicable law, any such immunity being joined in such action or proceeding shallirrevocably waived, to the fullest extent permitted by applicable law, be deemed in every respect effective service . Each of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be deemed be, subject to such proceedings, attachment or execution in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processobligations under this Indenture or the Notes.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have parties hereto hereby irrevocably submitted submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, City and State of Manhattan in New York for the purposes City with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to this Indenture, the Notes, Notes or the Guarantee or this Indentureany transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Issuer and Each of the Guarantors have parties hereto irrevocably waivedwaives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum forum. Each of the Company and the Guarantor irrevocably appoints National Registered Agent, Inc. (the “Process Agent”), with an office at 875 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any right to other process which it may be entitled on account served in any Proceeding. If for any reason such Person shall cease to be such agent for service of place process, the Company or the Guarantor, as the case may be, shall forthwith appoint a new agent of residence or domicile. The Issuer recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. (b) Each of the Company and the Guarantors have agreed that final judgment Guarantor hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent sitting in the Borough of Manhattan, City and State Manhattan in New York City. Such service shall be made by delivering by hand a copy of New York, upon whom such process may be served in any legal action or proceeding arising out of or relating to the NotesCompany or the Guarantor, as the case may be, in care of the Process Agent at the address specified above. Service Each of process upon the Company and the Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such agent and written service on its behalf. Failure of the Process Agent to give notice to the Company or the Guarantor, as the case may be, or failure of the Company or the Guarantor, as the case may be, to receive notice of such service mailed of process shall not affect in any way the validity of such service on the Process Agent or delivered the Company or the Guarantor. As an alternative method of service, each of the Company and the Guarantor also irrevocably consents to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of any and all process upon such party in any such legal action Proceeding by the delivery by hand of copies of such process to the Company or proceedingthe Guarantor, as the case may be, at its address specified in Section 12.2 or at any other address previously furnished in writing by the Company or the Guarantor to the Trustee. The Issuer Guarantor covenants and agrees that it shall take any and all reasonable action, including the Guarantors have each appointed Cogency Global Inc. as their agent for service execution and filing of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, howeverall documents, that no notice by mail on may be necessary to continue the Issuer designation of the Process Agent above in full force and effect during the Guarantors or term of the Notes, and to cause the Process Agent to continue to act as such. The Company covenants and agrees that it shall take any and all reasonable action, including the execution and filing of its agents shall any and all documents, that may be deemed effective service necessary to continue the designation of processthe Process Agent above in full force and effect until the Initial Notes are exchanged for the Exchange Notes, and to cause the Process Agent to continue to act as such.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have a. Guarantor hereby irrevocably submitted (i) submits to the non-exclusive jurisdiction of any the state or federal court sitting in the Borough of Manhattan, City and State courts of New York for or the purposes of federal courts sitting in New York in any action or proceeding Action arising out of or related relating to this Guaranty, and (ii) agrees that all claims in respect of such Action may be heard and determined in such courts, Insofar as is permitted under applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the manners specified in this Section 8 or as otherwise permitted by law, shall be necessary in order to confer jurisdiction upon the person of Guarantor in any such court. Guarantor hereby appoints CT Corporation, having an address at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Process, Agent”) as its authorized agent to receive, on behalf of Guarantor, service of copies of the summons and complaint and any other process which may be served in any such Action (but not to receive notices due Guarantor under this Guaranty or, if applicable, the Lease), provided a copy is also given as a notice would be to the Notes, Guarantor pursuant to Section 7 hereof. Such service may be made by delivering a copy of such process to Guarantor in the Guarantee manner required by law for the service of a summons and complaint in care of the Process Agent at the Process Agent’s address and Guarantor hereby authorizes and directs the Process Agent to accept such service on its behalf. Guarantor agrees that a final non appealable judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or this Indenture. The Issuer and the Guarantors have in any other manner permitted under Legal Requirements. b. Guarantor irrevocably waivedwaives, to the fullest extent permitted by lawLegal Requirements, and agrees not to assert, by way of motion, as a defense or otherwise (i) any objection which it may have or may hereafter have to the laying of the venue of any such action or proceeding Action brought in such a court and any of the courts described in Section 8(a), (ii) any claim that any such action or proceeding Action brought in any such a court has been brought in an inconvenient forum and forum, or (iii) any right claim that Guarantor is not personally subject to which it may be entitled on account the jurisdiction of place of residence or domicileany such courts. The Issuer and the Guarantors have agreed Guarantor agrees that final judgment in any such action or proceeding Action brought in any such court shall be conclusive and binding upon such party Guarantor and may be enforced by Landlord in the courts of any state, in any court federal court, and in any other courts having jurisdiction over Guarantor or any of its property, and Guarantor agrees not to assert any defense, counterclaim or right of set-off in any Action brought by Landlord to enforce such judgment. c. Nothing in this Section 8 shall limit or affect Landlord’s right to (i) serve legal process in any other manner permitted by law, or (ii) bring any Action against Guarantor or its property in the courts of any other jurisdictions. d. Guarantor hereby irrevocably waives, with respect to itself and its ‘ property, any diplomatic or sovereign immunity of any kind or nature, and any immunity from the jurisdiction of any court or from any legal process, to which Guarantor may be entitled, and agrees not to assert any claims of any such party immunities in any Action brought by Landlord under or in connection with this Guaranty. Guarantor acknowledges that the making of such waivers and Landlord’s reliance on the enforceability thereof, is subject by a suit upon material inducement to Landlord to enter into the Lease. e. Guarantor agrees to execute, deliver and file all such judgment; provided, however, that service further instruments as may be necessary under the laws of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom in order to make effective (i) the appointment of the Process Agent, (ii) the consent by Guarantor to jurisdiction of the state courts of New York and the federal courts sitting in New York, and (ill) all of the other provisions of this Section 8. f. Guarantor hereby consents to process may be being served in any legal suit, action or proceeding arising of the nature referred to in this Guaranty by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested to General Counsel, Alliance Data Systems Corporation, 00000 Xxxxxxxxx Xxxxxxx, Xxxxxx, XX 00000. g. The provisions of this Section 8 shall survive the termination of this Guaranty for the purpose of any suit, action, or proceeding arising, directly or indirectly, out of or relating to this Guaranty or the Notes. Service of process upon such agent and written notice of such service mailed Premises or delivered to the party being joined in such any suit, action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processenforce this Guaranty,

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer and the Guarantors have Company hereby (i) irrevocably submitted submits to the non-exclusive jurisdiction of any state New York State or federal court sitting in the Borough of Manhattan, City Manhattan and State of New York for the purposes of any appellate court from any such court in any action or proceeding arising out of or related relating to the Notes, the Guarantee this Agreement or this Indenture. The Issuer any other document delivered hereunder; (ii) irrevocably agrees that all claims in respect of any such action or proceeding may be heard and the Guarantors have determined in such New York State court or in such federal court; (iii) irrevocably waivedwaives, to the fullest extent permitted by law, any objection which it may have the defense of an inconvenient forum to the laying maintenance of the venue of any such action or proceeding brought in such a court proceeding; (iv) irrevocably appoints Xxxxxxx X. Xxxxxx (the "Company Process Agent"), with an office on the date hereof at 0000 Xxxxxx Xxxx Drive, Florence, Kentucky 41042, USA, as its authorized agent to receive on its behalf and its property service of copies of the summons and complaint and any claim other process that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled made by mailing or delivering a copy of such process to the appropriate party in care of the Company Process Agent at the Company Process Agent's above address, represents and warrants that the Company Process Agent has agreed to act as such, and agrees to take any and all actions, including filing any and all documents or instruments (including for the appointment of any successor Company Process Agent, as necessary) that may be necessary to continue such appointment in effect; (v) authorizes and directs the Company Process Agent to accept such service on account of place of residence or domicile. The Issuer its behalf; and the Guarantors have agreed (vi) agrees that a final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in other jurisdictions by suit on the judgment or in any court other manner provided by law. (b) The Selling Shareholder hereby (i) irrevocably submits to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph any New York State or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent federal court sitting in the Borough of Manhattan, City Manhattan and State of New York, upon whom process may be served any appellate court from any such court in any legal action or proceeding arising out of or relating to the Notes. Service this Agreement or any other document delivered hereunder; (ii) irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in any such action or proceeding shallmay be heard and determined in such New York State court or in such federal court; (iii) irrevocably waives, to the fullest extent permitted by law, be deemed in every respect effective the defense of an inconvenient forum to the maintenance of such action or proceeding; (iv) irrevocably appoints Xxx Xxxxxx (the "Selling Shareholder Process Agent"), with an office on the date hereof at Yamanouchi Group Holding Inc., 0000 Xxxxxx Xxxx, Mail Stop: X-000, Xxxxxxxxxx, XX 00000-0000 as its authorized agent to receive on its behalf and its property service of copies of the summons and complaint and any other process upon that may be made by mailing or delivering a copy of such process to the appropriate party in care of the Selling Shareholder Process Agent at the Selling Shareholder Process Agent's above address, represents and warrants that the Selling Shareholder Process Agent has agreed to act as such, and agrees to take any and all actions, including filing any and all documents or instruments (including for the appointment of any successor Selling Shareholder Process Agent, as necessary) that may be necessary to continue such appointment in effect; (v) authorizes and directs the Selling Shareholder Process Agent to accept such service on its behalf; and (vi) agrees that a final judgment in any such legal action or proceeding. The Issuer proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Guarantors have each appointed Cogency Global Inc. as their agent for service of process judgment or in any proceedings other manner provided by law. (c) The Underwriter hereby (i) irrevocably submits to the jurisdiction of any New York State or federal court sitting in the Borough of ManhattanManhattan and any appellate court from any such court in any action or proceeding arising out of or relating to this Agreement or any other document delivered hereunder; (ii) irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or in such federal court; (iii) irrevocably waives, City and State to the fullest extent permitted by law, the defense of New York. Service of process personally delivered upon an inconvenient forum to the agents specified in the preceding paragraph and written notice maintenance of such service delivered to the Issuer action or proceeding; and the Guarantors (iv) agrees that a final judgment in any such action or proceeding shall be deemed conclusive and may be enforced in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice other jurisdictions by mail suit on the Issuer and the Guarantors judgment or in any of its agents shall be deemed effective service of processother manner provided by law

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have parties hereto hereby irrevocably submitted submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, Manhattan in The City and State of New York for the purposes with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to this Indenture or the NotesNotes or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the Guarantee or this Indenturejurisdiction of the aforesaid courts. The Issuer and Each of the Guarantors have parties hereto irrevocably waivedwaives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum and any right to which it may be entitled on account forum. Each of place of residence or domicile. The Issuer the Company and the Guarantors have agreed irrevocably appoints National Corporation Research (the “Process Agent”), with an office at 000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that final judgment appointment within 30 days. Nothing herein shall affect the right of the Trustee, the Paying Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company and the Guarantors in any other court of competent jurisdiction. (b) Each of the Company and the Guarantors hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent sitting in the Borough of Manhattan, Manhattan in The City and State of New York, upon whom . Such service shall be made by delivering by hand a copy of such process may be served in any legal action or proceeding arising out of or relating to the NotesCompany or any Guarantor, as the case may be, in care of the Process Agent at the address specified above. Service Each of process upon the Company and the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such agent and written service on its behalf. Failure of the Process Agent to give notice to the Company or any Guarantor, as the case may be, or failure of the Company or any Guarantor, as the case may be, to receive notice of such service mailed of process shall not affect in any way the validity of such service on the Process Agent, the Company or delivered the Guarantors. As an alternative method of service, each of the Company and the Guarantors also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or Guarantor, as the case may be, at its address specified in Section 12.02 or at any other address previously furnished in writing by the Company or the Guarantors to the Trustee. Each of the Company and the Guarantors 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 designation of the Process Agent above in full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such. (c) Nothing in this Section 12.10 shall affect the right of any party, including the Trustee, the Principal Paying Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of any party being joined in such to bring any action or proceeding shallagainst any other party or its property in the courts of other competent jurisdictions. (d) Each of the Company and the Guarantors irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law, be deemed in every respect effective service . Each of process upon such party in any such legal action or proceeding. The Issuer the Company and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processobligations under this Indenture or the Notes.

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer Borrower hereby irrevocably and the Guarantors have irrevocably submitted unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of any state New York State court or federal court of the United States of America sitting in the Borough of Manhattan, City and State of New York for the purposes of City, and any appellate court from any thereof, over any action or proceeding arising out of or related to the Notesthis Note, the Guarantee Proposal Letter, the Guaranty or this Indenturefor recognition or enforcement of any judgment, and the Borrower 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 law, in such federal court. The Issuer Borrower hereby irrevocably appoints CT Corporation System (the “Process Agent”), with an office on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, U.S.A., as its agent to receive on behalf of the Borrower and its property, service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Borrower in care of the Process Agent at the Process Agent’s above address, and the Guarantors Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. 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 as set forth in Section 13 above. The Borrower 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 law. (b) The Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Note, the Proposal Letter, or the Guaranty in any New York State or federal court. The Borrower hereby irrevocably waivedwaives, to the fullest extent permitted by law, any objection which it may have the defense of an inconvenient forum to the laying maintenance of the venue of any such action or proceeding brought in such a court and any claim that any such court. (c) Nothing in this Section 23 shall affect the right of the Bank to serve legal process in any other manner permitted by law or affect the right of the Bank to bring any action or proceeding brought against the Borrower or its property in the courts of any other jurisdiction. (d) To the extent that the Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its, property, the Borrower hereby irrevocably waives such a court has been brought immunity in an inconvenient forum and any right to which it may be entitled on account respect of place of residence or domicile. The Issuer its obligations under this Note and the Guarantors Proposal Letter, and, without limiting the generality of the foregoing, agrees that the waivers set forth in this subsection (d) shall have agreed that final judgment in any such action or proceeding brought in such court shall the fullest scope permitted under the Foreign Sovereign Immunities. Act of 1976 of the United States are intended to be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice irrevocable for purposes of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processAct.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have parties hereto hereby irrevocably submitted submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, Manhattan in The City and State of New York for the purposes with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to this Indenture or the NotesNotes or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the Guarantee or this Indenturejurisdiction of the aforesaid courts. The Issuer and Each of the Guarantors have parties hereto irrevocably waivedwaives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum and any right to which it may be entitled on account forum. Each of place of residence or domicile. The Issuer the Company and the Guarantors have agreed irrevocably appoints National Corporation Research, Ltd., (the “Process Agent”), with offices at 000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that final judgment appointment within 30 days. Nothing herein shall affect the right of the Trustee, the Paying Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company and the Guarantors in any other court of competent jurisdiction. (b) Each of the Company and the Guarantors hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent sitting in the Borough of Manhattan, Manhattan in The City and State of New York, upon whom . Such service shall be made by delivering by hand a copy of such process may be served in any legal action or proceeding arising out of or relating to the NotesCompany or any Guarantor, as the case may be, in care of the Process Agent at the address specified above. Service Each of process upon the Company and the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such agent and written service on its behalf. Failure of the Process Agent to give notice to the Company or any Guarantor, as the case may be, or failure of the Company or any Guarantor, as the case may be, to receive notice of such service mailed of process shall not affect in any way the validity of such service on the Process Agent, the Company or delivered the Guarantors. As an alternative method of service, each of the Company and the Guarantors also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or Guarantor, as the case may be, at its address specified in Section 12.02 or at any other address previously furnished in writing by the Company or the Guarantors to the Trustee. Each of the Company and the Guarantors 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 designation of the Process Agent above in full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such. (c) Nothing in this Section 12.10 shall affect the right of any party, including the Trustee, the Principal Paying Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of any party being joined in such to bring any action or proceeding shallagainst any other party or its property in the courts of other competent jurisdictions. (d) Each of the Company and the Guarantors irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law, be deemed in every respect effective service . Each of process upon such party in any such legal action or proceeding. The Issuer the Company and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processobligations under this Indenture or the Notes.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have (a) Guarantor hereby irrevocably submitted (i) submits to the non-exclusive jurisdiction of any state Colorado State or federal Federal court sitting in the Borough of ManhattanDenver County, City and State of New York for the purposes of Colorado in any action or proceeding Action arising out of or related relating to this Guaranty, and (ii) agrees that all claims in respect of such Action may be heard and determined in such Colorado State or Federal court. Guarantor hereby irrevocably appoints Mxxxxx X. Xxxxxx (the “Process Agent”), as its agent to receive, on behalf of Guarantor, service of copies of the summons and complaint and any other process which may be served in any such Action. Such service may be made by mailing or delivering a copy of such process to Guarantor in care of the Process Agent at the Process Agent’s address, and Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Guarantor also irrevocably consents to the Notes, service of any and all process in any such Action by the Guarantee mailing of copies of such process to Guarantor at its address specified in Section 7 hereof. Guarantor agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or this Indenture. The Issuer and the Guarantors have in any other manner permitted under Laws. (b) Guarantor irrevocably waivedwaives, to the fullest extent permitted by lawLaws, and agrees not to assert, by way of motion, as a defense or otherwise (i) any objection which it may have or may hereafter have to the laying of the venue of any such action or proceeding Action brought any of the courts described in such a court and Section 8(a), (ii) any claim that any such action or proceeding Action brought in any such a court has been brought in an inconvenient forum and forum, or (iii) any right claim that Guarantor is not personally subject to which it may be entitled on account the jurisdiction of place of residence or domicileany such courts. The Issuer and the Guarantors have agreed Guarantor agrees that final judgment in any such action or proceeding Action brought in any such court shall be conclusive and binding upon such party Guarantor and may be enforced by Landlord in the courts of any state, in any court to the jurisdiction of which such party is subject by a suit upon such judgment; providedfederal court, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors other courts having jurisdictions over Guarantor or any of its agents property, and Guarantor agrees not to assert any defense, counterclaim or right of set-off in any Action brought by Landlord to enforce such judgment. (c) Nothing in this Section 8 shall limit or affect Landlord’s right to (i) serve legal process in any other manner permitted by Laws, or (ii) bring any Action against Guarantor or its property in the courts of any other jurisdictions. (d) Guarantor hereby irrevocably waives, with respect to itself and its property, any diplomatic or sovereign immunity of any kind or nature, and any immunity from the jurisdiction of any court or from any legal process, to which Guarantor may be deemed entitled, and agrees not to assert any claims of any such immunities in any Action brought by Landlord under or in connection with this Guaranty. Guarantor acknowledges that the making of such waivers, and Landlord’s reliance on the enforceability thereof, is a material inducement to Landlord to enter into the Lease. (e) Guarantor agrees to execute, deliver and file all such further instruments as may be necessary under the laws of the State of Texas, in order to make effective service (i) the appointment of processthe Process Agent, (ii) the consent by Guarantor to jurisdiction of the state courts of Colorado and the federal courts sitting in Denver, Colorado, and (iii) all of the other provisions of this Section 8.

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer and the Guarantors have Guarantor hereby irrevocably submitted submits to the non-exclusive jurisdiction of any state New York State or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of City in any action or proceeding arising out of or related relating to this Guaranty, and the Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court. The Guarantor hereby irrevocably appoints ___________ (the "Process Agent"), with an office on ------------- the date hereof at _____________________, as its agent to receive on behalf of the Guarantor and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing (by certified or registered mail, postage prepaid and return receipt requested) or delivering a copy of such process to the NotesGuarantor in care of the Process Agent at the Process Agent's above address, and the Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Guarantee Guarantor also irrevocably consents to the service of any and all process in any such action or this Indentureproceeding by the mailing of copies of such process to the Guarantor at its address specified in Section 8 hereof. The Issuer Guarantor 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 Guarantors have judgment or in any other manner provided by law. (b) Nothing in this Section 9 shall affect the right of the Collateral Agent to serve legal process in any other manner permitted by law or affect the right of the Collateral Agent to bring any action or proceeding against the Guarantor or its property in the courts of any other jurisdictions. (c) The Guarantor hereby expressly and irrevocably waivedwaives, 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 action or proceeding litigation brought in any such a court referred to above and any claim that any such action or proceeding brought in such a court litigation has been brought in an inconvenient forum and forum. To the extent that the Guarantor has or hereafter may acquire any right immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to which it may be entitled on account judgment, attachment in aid of place execution or otherwise) with respect to itself or its property, the Guarantor hereby irrevocably waives such immunity in respect of residence or domicile. The Issuer its obligations under this Guaranty and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processother Loan Documents.

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer Borrower hereby irrevocably and the Guarantors have irrevocably submitted unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of any state New York State court or federal court of the United States of America sitting in the Borough of ManhattanNew York, City New York, U.S.A., and State of New York for the purposes of any appellate court from any thereof, over any action or proceeding arising out of or related to this Note or for recognition or enforcement of any judgment, and the NotesBorrower 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 law, in such federal court. The Borrower hereby irrevocably appoints CT Corporation System (the “Process Agent"-). with an office on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, U.S.A., as its agent to receive on behalf of the Borrower and its property, service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Borrower in care of the Process Agent 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. As an alternative method of service, the Guarantee Borrower also irrevocably consents to the service of any and all process in any such action or this Indentureproceeding by the mailing of copies of such process to the Borrower at its address as set forth below. The Issuer Borrower agrees that a final judgment in any such action or proceeding shall he conclusive and may be enforced in other jurisdictions by suit on the Guarantors judgment or in any other manner provided by law. (b) The Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Note in any New York State or federal court. The Borrower hereby irrevocably waivedwaives, to the fullest extent permitted by law, any objection which it may have the defense of an inconvenient forum to the laying maintenance of the venue of any such action or proceeding brought in such a court and any claim that any such court. (c) Nothing in this Section 23 shall affect the right of the Bank to serve legal process in any other manner permitted by law or affect the right of the Bank to bring any action or proceeding brought against the Borrower or its property in such a court the courts of any other jurisdiction. (d) To the extent that the Borrower has been brought in an inconvenient forum and or hereafter may acquire any right to which it may be entitled on account immunity from jurisdiction of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court or from any legal process (whether through service or notice, attachment prior to the jurisdiction judgment, attachment in aid of which such party is subject by a suit upon such judgment; providedexecution, however, that service of process is effected upon such Person in the manner specified in the following paragraph execution or as otherwise permitted by law. As long as any Note remains outstandingotherwise) with respect to itself or its property, the Issuer Borrower hereby irrevocably waives such immunity in respect of its obligations under this Note, and, without limiting the generality of the foregoing, agrees that the waivers set forth in this subsection (d) shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States, as amended, and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may are intended to be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice irrevocable for purposes of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processAct.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have Guarantor and, by its acceptance hereof, the Agent hereby irrevocably submitted submit to the non-exclusive jurisdiction of any state New York State or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of City in any action or proceeding arising out of or related relating to this Guaranty, and the Guarantor and, by its acceptance hereof, the Agent hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court. Each of the Guarantor and, by its acceptance hereof, the Agent irrevocably consent to the Notesservice of any and all process in any such action or proceeding by the mailing of copies of such process to the Guarantor or the Agent, as the Guarantee or this Indenturecase may be, at its address specified in Section 8 hereof. The Issuer Guarantor 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 Guarantors have judgment or in any other manner provided by law. (b) Nothing in this Section 9 shall affect the right of the Agent to serve legal process in any other manner permitted by law or affect the right of the Agent to bring any action or proceeding against the Guarantor or its property in the courts of any other jurisdictions. (c) The Guarantor hereby expressly and irrevocably waivedwaives, 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 action or proceeding litigation brought in any such a court referred to in paragraph (a) above and any claim that any such action or proceeding brought in such a court litigation has been brought in an inconvenient forum and forum. To the extent that the Guarantor has or hereafter may acquire any right immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to which it may be entitled on account judgment, attachment in aid of place execution or otherwise) with respect to itself or its property, the Guarantor hereby irrevocably waives such immunity in respect of residence or domicile. The Issuer its obligations under this Guaranty and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processother Loan Documents.

Consent to Jurisdiction; Waiver of Immunities. The Issuer (a) Each Guarantor hereby irrevocably and the Guarantors have irrevocably submitted unconditionally submits for itself and its property to the non-exclusive jurisdiction of any state New York State or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of City in any action or proceeding arising out of or related relating to this Guaranty or any other Loan Document to which such Guarantor is a party, and such Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court. Each Guarantor hereby irrevocably appoints the NotesBorrower as its agent to receive on behalf of such Guarantor and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing (by certified or registered mail, postage prepaid and return receipt requested) or delivering a copy of such process to such Guarantor in care of the Guarantee Borrower at the Borrower's address specified in the Credit Agreement, and such Guarantor hereby irrevocably authorizes and directs the Borrower to accept such service on its behalf. Each Guarantor 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 law. (b) Nothing in this Indenture. The Issuer Section 9 shall affect the right of the Collateral Agent or the Lenders to serve legal process in any other manner permitted by law or affect the right of the Collateral Agent or the Lenders to bring any action or proceeding against any Guarantor or its property in the courts of any other jurisdiction. (c) Each Guarantor hereby expressly and the Guarantors have irrevocably waivedwaives, to the fullest extent permitted by law, (i) any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding litigation brought in any such a court referred to above and any claim that any such action or proceeding brought in such a court litigation has been brought in an inconvenient forum forum, and (ii) any right to which it may be entitled on account of place of residence have to claim or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served recover in any legal action or proceeding arising out of referred to in this Section any special exemplary, punitive or relating to the Notesconsequential damages. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to To the extent permitted by lawthat any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, be deemed attachment prior to judgment, attachment in every aid of execution or otherwise) with respect effective service to itself or its property, such Guarantor hereby irrevocably waives such immunity in respect of process upon such party in any such legal action or proceeding. The Issuer its obligations under this Guaranty and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processother Loan Documents.

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer and the Guarantors have Mortgagor irrevocably submitted (i) submits to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of ManhattanState, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it other location as may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstandingTerm Loan Intercreditor Agreement, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Mortgage, and the Notes. Service Mortgagor hereby irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in any state or federal court sitting in the State or in such other location as may be specified in the Term Loan Intercreditor Agreement. (b) The provisions of the Term Loan Intercreditor Agreement contained in Sections 8.7 and 8.8 thereof are hereby incorporated by reference as if set out in their entirety in this Mortgage. (c) To the extent that the Mortgagor has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Mortgagor hereby irrevocably waives such immunity in respect of its obligations under this Mortgage. (d) Mortgagor waives, to the fullest extent permitted by lawit may effectively do so, be deemed in every respect effective service the defense of process upon such party in an inconvenient forum to the maintenance of any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for ; consents to service of process in any proceedings such action or proceeding by the mailing of a copy of such process to the Mortgagor as set forth in Section 5.1 hereof; and 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 law. 14 (e) Nothing in this Section shall affect the right of the Pari Passu Agent to serve legal process in any other manner permitted by law or affect the right of the Pari Passu Agent to bring any action or proceeding against the Mortgagor or its property in the Borough courts of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processother jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have irrevocably submitted (a) Guarantor hereby irrevocable submit to the non-exclusive jurisdiction of any state New York or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Guaranty, and the Notes. Service Guarantor hereby irrevocably agree that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in such New York or federal court. The Guarantor hereby irrevocable waive, to the fullest extent permitted by lawthey may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Guarantor hereby irrevocably appoints Xxxxxxx X. XxXxxxxx, Esq., with an office on the date hereof at Hondo Oil & Gas Company, 00000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, telephone (000) 000-0000, telecopier (713) 954- 4601, as their agent to receive on behalf of the Guarantors and their property service of copies of the summons and complaint and any other process that may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Guarantor in care of the Process Agent at the Process Agent's address above, and the Guarantors have each appointed Cogency Global Inc. as hereby irrevocable authorize and direct the Process Agent to accept such service on their agent for behalf. As an alternative method of service, Guarantor also irrevocably consents to the service of any and all process in any proceedings such action or proceeding by the mailing of copies of such process to Guarantor at their respective addresses specified in Section 12. Guarantor 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 law. (b) Nothing in this Section shall affect the right of the Lender to serve legal process in any other manner permitted by law or affect the right of the Lender to bring any action or proceeding against Guarantor or their property in the Borough courts of Manhattan, City and State any other jurisdictions. (c) To the extent that Guarantor has or hereafter may acquire any immunity from jurisdiction of New York. Service of any court or from any legal process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective (whether through service of process upon the Issuer and the Guarantorsnotice, providedattachment prior to judgment, howeverattachment in aid of execution, that no notice by mail on the Issuer and the Guarantors execution or any otherwise) with respect to Guarantor or its property, such Guarantor hereby irrevocably waives such immunity in respect of its agents shall be deemed effective service of processobligations under this Guaranty.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have (a) Guarantor hereby irrevocably submitted submits to the non-exclusive jurisdiction of any state or federal court sitting in the Borough courts of Manhattanthe State of New York, City and the courts of the United States of America for the Southern District of the State of New York for the purposes of in any action action, suit or proceeding arising out of or related relating to this Guaranty, and Guarantor hereby irrevocably agrees that all claims in respect of such action, suit or proceeding may be heard and determined in the State of New York or such federal court. Guarantor consents to the Notesservice of any and all process in any such action, suit or proceeding by mailing (by certified or registered mail, postage prepaid and return receipt requested) or delivering a copy of such process to Guarantor at its address set forth in Section 8 hereof or at such other address of which the Guarantee Agent shall have been notified pursuant thereto. Guarantor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Nothing in this Indenture. The Issuer Section 9 shall affect the right of the Agent to serve legal process in any other manner permitted by law or affect the right of the Agent to bring any action, suit or proceeding against Guarantor or its property in the courts of any other jurisdictions. (c) Guarantor hereby expressly and the Guarantors have irrevocably waivedwaives, 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 action action, suit or proceeding brought in any such a court referred to above and any claim that any such action action, suit or proceeding brought in such a court has been brought in an inconvenient forum forum. To the extent that Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Guaranty and the other Loan Documents. (d) To the extent that Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Guaranty (e) Guarantor hereby expressly and irrevocably waives any right to which it may be entitled on account of place of residence have to claim or domicile. The Issuer and the Guarantors have agreed that final judgment recover in any such action action, suit or proceeding brought referred to in such court shall be conclusive and binding upon such party and may be enforced in this Section 9 any court to the jurisdiction of which such party is subject by a suit upon such judgment; providedspecial, howeverexemplary, that service of process is effected upon such Person in the manner specified in the following paragraph punitive or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processconsequential damages.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and All judicial proceedings brought against the Guarantors have irrevocably submitted Guarantor with respect to the non-exclusive jurisdiction of this Guaranty may be brought in any state or federal court sitting of competent jurisdiction in the Borough Commonwealth of ManhattanPennsylvania, City and State by execution and delivery of New York for the purposes of any action or proceeding arising out of or related to the Notesthis Guaranty, the Guarantee or Guarantor accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this IndentureGuaranty. The Issuer and the Guarantors have Guarantor irrevocably waived, to the fullest extent permitted by law, waives any objection which right it may have to assert the laying doctrine of forum non conveniens or to object to venue to the venue extent any proceeding is brought in accordance with this Section. The Guarantor designates and appoints its Secretary, at the address set forth on the signature page hereof, and such other Persons as may hereafter be selected by the Guarantor irrevocably agreeing in writing to so serve as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by the Guarantor to be effective and binding service in every respect. A copy of any such action or proceeding brought process so served shall be mailed by registered mail to the Guarantor at its address provided in the applicable signature page hereto, except that unless otherwise provided by applicable law, any failure to mail such a court and copy shall not affect the validity of service of process. If any claim agent appointed by the Guarantor refuses to accept service, the Guarantor hereby agrees that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any service upon it by mail shall constitute sufficient notice. Nothing herein shall affect the right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of serve process in any other manner permitted by law or shall limit the right of the Bank to bring proceedings against the Guarantor in the Borough courts of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processjurisdiction.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have (a) Guarantor hereby irrevocably submitted submits to the non-exclusive jurisdiction of any state New York or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Guaranty, and the Notes. Service Guarantor hereby irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in such New York or federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by lawthey may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Guarantor hereby irrevocably appoints Xxxx X. Xxxx (the "Process Agent"), with an office on the date hereof at Hondo Oil & Gas Company, 00000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, telephone (000) 000-0000, telecopier (000) 000-0000, as its agent to receive, on behalf of the Guarantor and its property, service of copies of the summons and complaint and any other process that may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Guarantor in care of the Process Agent at the Process Agent's address above, and the Guarantors have each appointed Cogency Global Inc. as their agent for Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Guarantor also irrevocably consents to the service of any and all process in any proceedings such action or proceeding by the mailing of copies of such process to Guarantor at its address specified in Section 10. Xxxxxxxxx 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 law. (b) Nothing in this Section shall affect the right of the Lender to serve legal process in any other manner permitted by law or affect the right of the Lender to bring any action or proceeding against Guarantor or its property in the Borough courts of Manhattan, City and State any other jurisdictions. (c) To the extent that Guarantor has or hereafter may acquire any immunity from jurisdiction of New York. Service of any court or from any legal process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective (whether through service of process upon the Issuer and the Guarantorsnotice, providedattachment prior to judgment, howeverattachment in aid of execution, that no notice by mail on the Issuer and the Guarantors execution or any otherwise) with respect to Guarantor or its property, Guarantor hereby irrevocably waives such immunity in respect of its agents shall be deemed effective service of processobligations under this Guaranty."

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have (a) Guarantor hereby irrevocably submitted (i) submits to the non-exclusive jurisdiction of any state New York State or federal Federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of City in any action or proceeding Action arising out of or related relating to this Guaranty, and (ii) agrees that all claims in respect of such Action may be heard and determined in such New York State or Federal court. Such service may be made by mailing or delivering a copy of such process to Guarantor in care of the Process Agent at the Process Agent's address, and Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Guarantor also irrevocably consents to the Notes, service of any and all process in any such Action by the Guarantee mailing of copies of such process to Guarantor at its address specified in Section 7 hereof. Guarantor agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or this Indenture. The Issuer and the Guarantors have in any other manner permitted under Legal Requirements. (b) Guarantor irrevocably waivedwaives, to the fullest extent permitted by lawLegal Requirements, and agrees not to assert, by way of motion, as a defense or otherwise (i) any objection which it may have or may hereafter have to the laying of the venue of any such action or proceeding Action brought any of the courts described in such a court and Section 8(a), (ii) any claim that any such action or proceeding Action brought in any such a court has been brought in an inconvenient forum and forum, or (iii) any right claim that Guarantor is not personally subject to which it may be entitled on account the jurisdiction of place of residence or domicileany such courts. The Issuer and the Guarantors have agreed Guarantor agrees that final judgment in any such action or proceeding Action brought in any such court shall be conclusive and binding upon such party Guarantor and may be enforced by Landlord in the courts of any state, in any court federal court, and in any other courts having jurisdiction over Guarantor or any of its property, and Guarantor agrees not to assert any defense, counterclaim or right of set-off in any Action brought by Landlord to enforce such judgment. (c) Nothing in this Section 8 shall limit or affect Landlord's right to (i) serve legal process in any other manner permitted by Legal Requirements, or (ii) bring any Action against Guarantor or its property in the courts of any other jurisdictions. (d) Guarantor hereby irrevocably waives, with respect to itself and its property, any diplomatic or sovereign immunity of any kind or nature, and any immunity from the jurisdiction of any court or from any legal process, to which Guarantor may be entitled, and agrees not to assert any claims of any such party immunities in any Action brought by Landlord under or in connection with this Guaranty. Guarantor acknowledges that the making of such waivers, and Landlord's reliance on the enforceability thereof, is subject by a suit upon material inducement to Landlord to enter into the Lease. (e) Guarantor agrees to execute, deliver and file all such judgment; provided, however, that service further instruments as may be necessary under the laws of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out order to make effective (i) the appointment of or relating the Process Agent, (ii) the consent by Guarantor to jurisdiction of the Notes. Service state courts of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer New York and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process federal courts sitting in any proceedings in the Borough of Manhattan, City and State of New York. Service , and (iii) all of process personally delivered upon the agents specified in the preceding paragraph and written notice other provisions of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processthis Section 8.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have parties hereto hereby irrevocably submitted submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, Manhattan in The City and State of New York for the purposes with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to this Indenture, the Notes, Notes or the Guarantee or this Indentureany transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Issuer and Each of the Guarantors have parties hereto irrevocably waivedwaives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum forum. Each of the Company and the Guarantor irrevocably appoints National Registered Agent, Inc. (the “Process Agent”), with an office at 000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any right to other process which it may be entitled on account served in any Proceeding. If for any reason such Person shall cease to be such agent for service of place process, the Company or the Guarantor, as the case may be, shall forthwith appoint a new agent of residence or domicile. The Issuer recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. (b) Each of the Company and the Guarantors have agreed that final judgment Guarantor hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent sitting in the Borough of Manhattan, Manhattan in The City and State of New York, upon whom . Such service shall be made by delivering by hand a copy of such process may be served in any legal action or proceeding arising out of or relating to the NotesCompany or the Guarantor, as the case may be, in care of the Process Agent at the address specified above. Service Each of process upon the Company and the Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such agent and written service on its behalf. Failure of the Process Agent to give notice to the Company or the Guarantor, as the case may be, or failure of the Company or the Guarantor, as the case may be, to receive notice of such service mailed of process shall not affect in any way the validity of such service on the Process Agent or delivered the Company or the Guarantor. As an alternative method of service, each of the Company and the Guarantor also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or the Guarantor, as the case may be, at its address specified in Section 12.2 or at any other address previously furnished in writing by the Company or the Guarantor to the Trustee. The Guarantor 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 designation of the Process Agent above in full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such. The Company 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 designation of the Process Agent above in full force and effect until the Initial Notes are exchanged for the Exchange Notes, and to cause the Process Agent to continue to act as such. (c) Nothing in this Section 12.11 shall affect the right of any party, including the Trustee, the Principal Paying Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of any party being joined in such to bring any action or proceeding shallagainst the Company, the Guarantor or any other party or its property in the courts of any other competent jurisdictions. (d) Each of the Company and the Guarantor irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the Company and the Guarantor irrevocably agrees that, where permitted by applicable law, be deemed it and its assets are, and shall be, subject to such proceedings, attachment or execution in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processobligations under this Indenture, the Notes or the Guarantee.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have parties hereto hereby irrevocably submitted submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, Manhattan in The City and State of New York for the purposes with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to this Indenture or the NotesNotes or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the Guarantee or this Indenturejurisdiction of the aforesaid courts. The Issuer and Each of the Guarantors have parties hereto irrevocably waivedwaives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum forum. Each of the Company and the Guarantor irrevocably appoints Law Debenture Corporate Services (the “Process Agent”), with an office at 800 0xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any right to other process which it may be entitled on account served in any Proceeding. If for any reason such Person shall cease to be such agent for service of place process, each of residence or domicile. The Issuer the Company and the Guarantors have agreed Guarantor shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that final judgment appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company and the Guarantor in any other court of competent jurisdiction. (b) Each of the Company and the Guarantor hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent sitting in the Borough of Manhattan, Manhattan in The City and State of New York, upon whom . Such service shall be made by delivering by hand a copy of such process may be served in any legal action or proceeding arising out of or relating to the NotesCompany or the Guarantor, as the case may be, in care of the Process Agent at the address specified above. Service The Company irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure of process upon such agent and written the Process Agent to give notice to the Company or failure of the Company to receive notice of such service mailed of process shall not affect in any way the validity of such service on the Process Agent or delivered the Company. As an alternative method of service the Company consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company at its address specified in Section 11.02 or at any other address previously furnished in writing by the Company to the Trustee. The Company 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 designation of the Process Agent above in full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such. (c) Nothing in this Section 11.11 shall affect the right of any party, including the Trustee, any Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of any party being joined in such to bring any action or proceeding shallagainst any other party or its property in the courts of other competent jurisdictions. (d) Each of the Company and the Guarantor irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the Company and the Guarantor irrevocably agrees that, where permitted by applicable law, be deemed it and its assets are, and shall be, subject to such proceedings, attachment or execution in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processobligations under this Indenture or the Notes.

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer Company hereby irrevocably and the Guarantors have irrevocably submitted unconditionally submits to the non-exclusive jurisdiction of any state the courts of New York State or the federal court sitting courts of the United States located in the Borough of Manhattan, The City and State of New York for the purposes of over any suit, action or proceeding arising out of or related relating to the Notes, the Guarantee this Agreement or this Indentureany Note. The Issuer Company irrevocably and the Guarantors have irrevocably waivedunconditionally 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 such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum and forum. To the extent that the Company has or hereafter may acquire any right immunity from jurisdiction of any court or from any legal process with respect to which itself or its property, it may be entitled on account irrevocably waives such immunity in respect of place of residence its obligations hereunder or domicileunder any Note. The Issuer and the Guarantors have agreed Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon such party and the Company and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which such party the Company is subject by a suit upon such judgment; providedjudgment or in any manner provided by law, however, provided that service of process is effected upon such Person the Company in the manner specified in the following paragraph or as otherwise permitted by law. . (b) As long as any Note remains outstandingof the Notes remain Outstanding, the Issuer and the Guarantors Company will at all times have an authorized agent in the Borough of Manhattan, The City and State of New York, York upon whom process may be served in any legal action or proceeding arising out of or relating to the Notesthis Agreement or any Note. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, Company shall to the fullest extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall law be deemed in every respect effective service of process upon the Issuer Company in any such legal action or proceeding. The Company has appointed Cogency Global Inc. as its agent for such purpose, and covenants and agrees that service of process in any suit, action or proceeding may be made upon it at the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any offices of its agents shall be deemed effective such agent. Cogency Global Inc. has accepted such appointment as agent for service of process. Notwithstanding the foregoing, the Company may, with prior written notice to the Fiscal Agent, terminate the appointment of such agent and appoint another agent for the above purposes so that the Company shall at all times have an agent for the above purposes in The City of New York. (c) The Company hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any suit, action or proceeding (including appeals) arising out of or relating to this Agreement or any Note, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have (a) Guarantor hereby irrevocably submitted (i) submits to the non-exclusive jurisdiction of any state New York State or federal Federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of City in any action or proceeding Action arising out of or related relating to this Guaranty, and (ii) agrees that all claims in respect of such Action may be heard and determined in such New York State or Federal court. Guarantor hereby irrevocably appoints _________, with an office on the date hereof at _______ ________, New York, New York (the “Process Agent”), as its agent to receive, on behalf of Guarantor, service of copies of the summons and complaint and any other process which may be served in any such Action. Such service may be made by mailing or delivering a copy of such process to Guarantor in care of the Process Agent at the Process Agent’s address with a copy to Guarantor at its address specified in Section 7 hereof, and Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Guarantor also irrevocably consents to the Notes, service of any and all process in any such Action by the Guarantee mailing of copies of such process to Guarantor at its address specified in Section 7 hereof. Guarantor agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or this Indenture. The Issuer and the Guarantors have in any other manner permitted under Applicable Laws. (b) Guarantor irrevocably waivedwaives, to the fullest extent permitted by lawApplicable Laws, and agrees not to assert, by way of motion, as a defense or otherwise (i) any objection which it may have or may hereafter have to the laying of the venue of any such action or proceeding Action brought in such a court and any of the courts described in Section 8(a), (ii) any claim that any such action or proceeding Action brought in any such a court has been brought in an inconvenient forum and forum, or (iii) any right claim that Guarantor is not personally subject to which it may be entitled on account the jurisdiction of place of residence or domicileany such courts. The Issuer and the Guarantors have agreed Guarantor agrees that final judgment in any such action or proceeding Action brought in any such court shall be conclusive and binding upon such party Guarantor and may be enforced by Landlord in the courts of any state, in any court federal court, and in any other courts having jurisdiction over Guarantor or any of its property, and Guarantor agrees not to assert any defense, counterclaim or right of set-off in any Action brought by Landlord to enforce such judgment. (c) Nothing in this Section 8 shall limit or affect Landlord’s right to (i) serve legal process in any other manner permitted by Applicable Laws, or (ii) bring any Action against Guarantor or its property in the courts of any other jurisdictions. (d) Guarantor hereby irrevocably waives, with respect to itself and its property, any diplomatic or sovereign immunity of any kind or nature, and any immunity from the jurisdiction of any court or from any legal process, to which Guarantor may be entitled, and agrees not to assert any claims of any such party immunities in any Action brought by Landlord under or in connection with this Guaranty. Guarantor acknowledges that the making of such waivers, and Landlord’s reliance on the enforceability thereof, is subject by a suit upon material inducement to Landlord to enter into the Lease. (e) Guarantor agrees to execute, deliver and file all such judgment; provided, however, that service further instruments as may be necessary under the laws of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out order to make effective (i) the appointment of or relating the Process Agent, (ii) the consent by Guarantor to jurisdiction of the Notes. Service state courts of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer New York and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process federal courts sitting in any proceedings in the Borough of Manhattan, City and State of New York. Service , and (iii) all of process personally delivered upon the agents specified in the preceding paragraph and written notice other provisions of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processthis Section 8.

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer Guarantors represent and warrant to the Banks that the Guarantors are generally subject to suit and that neither they nor their property enjoys any right to immunity from legal proceedings or execution on the grounds of sovereignty or otherwise. The Guarantors irrevocably waive any immunity they may have from the jurisdictions of the courts of the United States or of their states or which their property may have from attachment (before or after judgment) or execution by a court of the United States or any state. The Guarantors irrevocably submitted consent to the non-exclusive jurisdiction of any state or federal court sitting in the Borough courts of Manhattan, City and the State of New York or the United States District Court for the purposes Southern District of New York or courts of any action country or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and place where the Guarantors have irrevocably waivedtheir principal place of business or their assets may be found, at the election of the Agents. Any legal process shall be sufficiently served on the Guarantors in connection with proceedings in the State of New York if delivered to the fullest extent permitted by lawGuarantors at 0000 Xxxxxxxx Xxxxx, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile0000 Xxxx Xxxxxx, Dallas, Texas 75202. The Issuer and the Guarantors have agreed agree that final a final, non-appealable judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in other jurisdictions by suit on the judgment or in any court other manner provided by law. (b) Nothing in this Section 6 shall affect the right of the Banks to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of serve legal process is effected upon such Person in the any other manner specified in the following paragraph or as otherwise permitted by law. As long as law or affect the right of the Banks to bring any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out against the Guarantors or their property in the courts of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to any other jurisdictions. (c) To the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and that the Guarantors have each appointed Cogency Global Inc. as their agent for or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of process notice, attachment prior to judgment, attachment in any proceedings in the Borough aid of Manhattanexecution, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered execution or otherwise) with respect to the Issuer and themselves or their property, the Guarantors shall be deemed hereby irrevocably waive such immunity in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processtheir obligations under this Guaranty.

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer and the Guarantors have Guarantor hereby irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court submits to the jurisdiction of which such party is subject by a suit upon such judgment; providedany New York State or Federal court sitting in New York City, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City Manhattan and State of New York, upon whom process may be served any appellate court from any thereof in any legal action or proceeding arising out of or relating to this Guaranty, and the Notes. Service Guarantor hereby irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in such New York State court or in such Federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by lawit may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Guarantor hereby irrevocably appoints___________________(the "PROCESS AGENT"), with an office on the date hereof at _______________, New York, New York 100______________, United States, as its agent to receive on behalf of the Guarantor and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Guarantor in care of the Process Agent at the Process Agent's above address, and the Guarantors have each appointed Cogency Global Inc. as their agent for Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Guarantor also irrevocably consents to the service of any and all process in any proceedings such action or proceeding by the mailing of copies of such process to the Guarantor at its address specified in Section 1.07. The Guarantor 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 law. (b) Nothing in this Section shall affect the right of MTU to serve legal process in any other manner permitted by law or affect the right of MTU to bring any action or proceeding against the Guarantor or its property in the Borough courts of Manhattanany other jurisdictions. (c) To the extent that the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, City attachment prior to judgment, attachment in aid of execution, execution, or otherwise) with respect to itself or its property, the Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Guaranty and, without limiting the generality of the foregoing, agrees that the waivers set forth in this subsection (c) shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice are intended to be irrevocable for purposes of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service Act. App E / TAY page 4 of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of process4

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have parties hereto hereby irrevocably submitted submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, Manhattan in The City and State of New York for the purposes with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to this Indenture or the NotesNotes or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the Guarantee or this Indenturejurisdiction of the aforesaid courts. The Issuer and Each of the Guarantors have parties hereto irrevocably waivedwaives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum and any right to which it may be entitled on account forum. Each of place of residence or domicile. The Issuer the Company and the Guarantors have agreed irrevocably appoints CT Corporation System (the “Process Agent”), with an office at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that final judgment appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company and the Guarantors in any other court of competent jurisdiction. (b) Each of the Company and the Guarantors hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent sitting in the Borough of Manhattan, Manhattan in The City and State of New York, upon whom . Such service shall be made by delivering by hand a copy of such process may be served in any legal action or proceeding arising out of or relating to the NotesCompany or any Guarantor, as the case may be, in care of the Process Agent at the address specified above. Service Each of process upon the Company and the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such agent and written service on its behalf. Failure of the Process Agent to give notice to the Company or any Guarantor, as the case may be, or failure of the Company or any Guarantor, as the case may be, to receive notice of such service mailed of process shall not affect in any way the validity of such service on the Process Agent, the Company or delivered the Guarantors. As an alternative method of service, each of the Company and the Guarantors also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or Guarantor, as the case may be, at its address specified in Section 11.02 or at any other address previously furnished in writing by the Company or the Guarantors to the Trustee. Each of the Company and the Guarantors 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 designation of the Process Agent above in full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such. (c) Nothing in this Section 11.10 shall affect the right of any party, including the Trustee, any Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of any party being joined in such to bring any action or proceeding shallagainst any other party or its property in the courts of other competent jurisdictions. (d) Each of the Company and the Guarantors irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law, be deemed in every respect effective service . Each of process upon such party in any such legal action or proceeding. The Issuer the Company and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processobligations under this Indenture or the Notes.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have (a) Guarantor hereby irrevocably submitted (i) submits to the non-exclusive jurisdiction of any state New York State or federal Federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of City in any action or proceeding Action arising out of or related relating to this Guaranty, and (ii) agrees that all claims in respect of such Action may be heard and determined in such New York State or Federal court. Guarantor hereby irrevocably appoints _________, with an office on the date hereof at _______ ________, New York, New York (the “Process Agent”), as its agent to receive, on behalf of Guarantor, service of copies of the summons and complaint and any other process which may be served in any such Action. Such service may be made by mailing or delivering a copy of such process to Guarantor in care of the Process Agent at the Process Agent’s address with a copy to Guarantor at its address specified in Section 7 hereof, and Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Guarantor also irrevocably consents to the Notes, service of any and all process in any such Action by the Guarantee mailing of copies of such process to Guarantor at its address specified in Section 7 hereof. Guarantor agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or this Indenture. The Issuer and the Guarantors have in any other manner permitted under Applicable Laws. (b) Guarantor irrevocably waivedwaives, to the fullest extent permitted by lawApplicable Laws, and agrees not to assert, by way of motion, as a defense or otherwise (i) any objection which it may have or may hereafter have to the laying of the venue of any such action or proceeding Action brought in such a court and any of the courts described in Section 8(a), (ii) any claim that any such action or proceeding Action brought in any such a court has been brought in an inconvenient forum and forum, or (iii) any right claim that Guarantor is not personally subject to which it may be entitled on account the jurisdiction of place of residence or domicileany such courts. The Issuer and the Guarantors have agreed Guarantor agrees that final judgment in any such action or proceeding Action brought in any such court shall be conclusive and binding upon such party Guarantor and may be enforced by Landlord in the courts of any state, in any court to the jurisdiction of which such party is subject by a suit upon such judgment; providedfederal court, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors other courts having jurisdiction over Guarantor or any of its agents property, and Guarantor agrees not to assert any defense, counterclaim or right of set-off in any Action brought by Landlord to enforce such judgment. (c) Nothing in this Section 8 shall be deemed effective service limit or affect Landlord’s right to (i) serve legal process in any other manner permitted by Applicable Laws, or (ii) bring any Action against Guarantor or its property in the courts of processany other jurisdictions.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have parties hereto hereby irrevocably submitted submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, Manhattan in The City and State of New York for the purposes with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to this Indenture or the NotesBonds or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the Guarantee or this Indenturejurisdiction of the aforesaid courts. The Issuer and Each of the Guarantors have parties hereto irrevocably waivedwaives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum forum. The Company and each of the Guarantors irrevocably appoints National Registered Agents, Inc. (the “Process Agent”), with an office at 875 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any right to other process which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating Proceeding. If for any reason such Person shall cease to the Notes. Service of process upon be such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective for service of process upon such party in any such legal action or proceeding. The Issuer process, the Company and each of the Guarantors have each appointed Cogency Global Inc. as their shall forthwith appoint a new agent of recognized standing for service of process in any proceedings in the Borough of Manhattan, City and State of New YorkYork and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Service Nothing herein shall affect the right of the Trustee, the Paying Agent or any Holder to serve process personally delivered upon in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the agents Company or any of the Guarantors in any other court of competent jurisdiction. (b) Such service in any Proceeding shall be made by delivering by hand a copy of such process to the Company or such Guarantor, as applicable, in care of the Process Agent at the address specified in above. The Company and each of the preceding paragraph Guarantors hereby irrevocably authorizes and written directs the Process Agent to accept such service on its behalf. Failure of the Process Agent to give notice to the Company or any of the Guarantors or failure of the Company or any of the Guarantors to receive notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon shall not affect in any way the Issuer and the Guarantors, provided, however, that no notice by mail validity of such service on the Issuer and Process Agent, the Guarantors Company or any of the Guarantors. As an alternative method of service, the Company and each of the Guarantors also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company and each of the Guarantors at its agents address specified in Section 12.2 or at any other address previously furnished in writing by the Company or any of the Guarantors to the Trustee. The Company and each of the Guarantors 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 designation of the Process Agent above in full force and effect during the term of the Bonds, and to cause the Process Agent to continue to act as such. (c) Nothing in this Section 12.10 shall affect the right of any party, including the Trustee, the Principal Paying Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of any party to bring any action or proceeding against any other party or its property in the courts of other competent jurisdictions. (d) The Company and each of the Guarantors irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be deemed effective service claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. The Company and each of processthe Guarantors irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under this Indenture or the Bonds.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have (a) Guarantor hereby irrevocably submitted submits to the non-exclusive jurisdiction of any state State or federal Federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent this Guaranty, and written notice of such service mailed or delivered Guarantor hereby irrevocably agrees that, subject to the party being joined terms of Section 6(d) hereof and without limiting Owner's rights under Section 6(b) hereof, all claims in respect of such action or proceeding shallshall be heard and determined in such State or Federal court. Guarantor hereby irrevocably waives, to the fullest extent permitted by lawit may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer and Guarantor hereby irrevocably consents to the Guarantors have each appointed Cogency Global Inc. as their agent for service of any and all process in any proceedings such action or proceeding by the mailing of copies of such process to Guarantor at its address specified in Section 11 hereof. Guarantor 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 permitted by law. (b) Nothing in this Section shall affect the right of Owner to serve legal process in any other manner permitted by law or affect the right of Owner to bring any action or proceeding against Guarantor or its property in the Borough courts of Manhattanany other jurisdiction. (c) To the extent that Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, City attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Guaranty. (d) Notwithstanding the foregoing, any dispute arising under the EPC Agreement and State any claims under any of New Yorkthe EPC Agreement and/or this Guaranty relating to any such dispute, whether arising contemporaneously with or subsequent to such dispute, shall be resolved by Owner, Contractor and Guarantor in a single, combined arbitration proceeding in accordance with the provisions of Article 21 of the EPC Agreement. Service In any such arbitration proceeding, Contractor and Guarantor shall together select one arbitrator, Owner shall select one arbitrator, and the two selected arbitrators shall select the third arbitrator, in accordance with Section 21.1 of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered EPC Agreement. Subject to the Issuer Guarantor's ability to assert as a defense to its performance under this Guaranty Contractor's rights under Section 15.2.1 of the EPC Agreement, notwithstanding the existence of a dispute between Owner and Guarantor and regardless of whether such dispute is the Guarantors subject of dispute resolution pursuant to this Section 6(d), Guarantor shall not be deemed in every respect effective service entitled to suspend or otherwise delay the performance of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processthis Guaranty.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have parties hereto hereby irrevocably submitted submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, Manhattan in The City and State of New York for the purposes with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to this Indenture or the NotesNotes or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the Guarantee or this Indenturejurisdiction of the aforesaid courts. The Issuer and Each of the Guarantors have parties hereto irrevocably waivedwaives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum and any right to which it may be entitled on account forum. Each of place of residence or domicile. The Issuer the Company and the Guarantors have agreed irrevocably appoints CT Corporation System (the “Process Agent”), with an office at 111 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that final judgment appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company and the Guarantors in any other court of competent jurisdiction. (b) Each of the Company and the Guarantors hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent sitting in the Borough of Manhattan, Manhattan in The City and State of New York, upon whom . Such service shall be made by delivering by hand a copy of such process may be served in any legal action or proceeding arising out of or relating to the NotesCompany or any Guarantor, as the case may be, in care of the Process Agent at the address specified above. Service Each of process upon the Company and the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such agent and written service on its behalf. Failure of the Process Agent to give notice to the Company or any Guarantor, as the case may be, or failure of the Company or any Guarantor, as the case may be, to receive notice of such service mailed of process shall not affect in any way the validity of such service on the Process Agent, the Company or delivered the Guarantors. As an alternative method of service, each of the Company and the Guarantors also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or Guarantor, as the case may be, at its address specified in Section 11.02 or at any other address previously furnished in writing by the Company or the Guarantors to the Trustee. Each of the Company and the Guarantors 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 designation of the Process Agent above in full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such. (c) Nothing in this Section 11.10 shall affect the right of any party, including the Trustee, any Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of any party being joined in such to bring any action or proceeding shallagainst any other party or its property in the courts of other competent jurisdictions. (d) Each of the Company and the Guarantors irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law, be deemed in every respect effective service . Each of process upon such party in any such legal action or proceeding. The Issuer the Company and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processobligations under this Indenture or the Notes.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have Guarantor hereby irrevocably submitted submits to the non-exclusive jurisdiction of any state or federal Federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service this Guaranty, and Guarantor hereby irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, may be heard and determined in such state or Federal court. Guarantor irrevocably consents to the extent permitted by law, be deemed in every respect effective service of any and all process upon such party in any such legal action or proceedingproceeding by the mailing of copies of such process to Guarantor at its address specified in Section 6 hereof. The Issuer Guarantor 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 Guarantors have each appointed Cogency Global Inc. as their agent for service judgment or in any other manner provided by law. Nothing in this Section 5 shall affect the right of Xxxxx Xxxxx to serve legal process in any proceedings other manner permitted by law or affect the right of Xxxxx Xxxxx to bring any action or proceeding against Guarantor or its property in the Borough courts of Manhattanany other jurisdictions. To the extent that Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, City and State attachment prior to judgment, attachment in aid of New York. Service of process personally delivered upon the agents specified execution, execution or otherwise) with respect to itself or its property, Guarantor hereby irrevocably waives such immunity in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processobligations under this Guaranty.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have (a) Each Subsidiary Guarantor hereby irrevocably submitted submits to the non-exclusive in personam jurisdiction of any state New York State or federal Federal court of competent jurisdiction sitting in the Borough of Manhattan, City and State of New York for the purposes of City in any action or proceeding arising out of or related relating to the Notesthis Guaranty, the Guarantee and each Subsidiary Guarantor hereby irrevocably agrees that all claims in respect of such action or this Indentureproceeding may be heard or determined in such New York State or Federal court. The Issuer and the Guarantors have Each Subsidiary Guarantor hereby irrevocably waivedwaives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Subsidiary Guarantor irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by certified mail) of copies of such process to the Subsidiary Guarantors at their addresses specified in Section 4.2. Each Subsidiary Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in accordance with applicable law in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Nothing in this Section shall affect the right of the Lender to serve legal process in any other manner permitted by lawlaw or affect the right of the Lender to bring any action or proceeding against each Subsidiary Guarantor or its property in the courts of any other jurisdictions. (c) To the extent that any of the Subsidiary Guarantors has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or to its property, each Subsidiary Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Guaranty. (d) By executing this Guaranty, each Subsidiary Guarantor hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of the venue of any such action of the aforesaid actions or proceeding proceedings arising out of or in connection with this Guaranty brought in such a court any of the aforesaid courts, and hereby further irrevocably and unconditionally waives and agrees not to plead any claim that any such action or proceeding brought in any such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processforum.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have parties hereto hereby irrevocably submitted submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, City and State Manhattan in the city of New York for the purposes with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to this Indenture and the NotesNotes or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the Guarantee or this Indenturejurisdiction of the aforesaid courts. The Issuer and Each of the Guarantors have parties hereto irrevocably waivedwaives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum forum. The Company irrevocably appoints BM&F USA Inc. 00 Xxxxxxxx, 00xx Xxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx (the “Process Agent”), as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any right to other process which it may be entitled served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, the Company shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, the Paying Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company in any other court of competent jurisdiction. (b) The Company hereby irrevocably appoints the Process Agent as its agent to receive, on account behalf of place itself and its property, service of residence or domicile. The Issuer copies of the summons and the Guarantors have agreed that final judgment complaint and any other process which may be served in any such suit, action or proceeding brought in such New York State or U.S. federal court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent sitting in the Borough of Manhattan, City and State Manhattan in the city of New York, upon whom . Such service shall be made by delivering by hand a copy of such process may be served in any legal action or proceeding arising out of or relating to the NotesCompany in care of the Process Agent at the address specified above. Service The Company hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure of process upon such agent and written the Process Agent to give notice to the Company or failure of the Company to receive notice of such service mailed of process shall not affect in any way the validity of such service on the Process Agent or delivered the Company. As an alternative method of service, the Company also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company at its address specified in Section 11.2 or at any other address previously furnished in writing by the Company to the Trustee. The Company 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 designation of the Process Agent above in full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such. (c) Nothing in this Section 11.10 shall affect the right of any party, including the Trustee, the Paying Agent, any other Paying Agent, the Transfer Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of any party being joined in such to bring any action or proceeding shallagainst any other party or its property in the courts of other competent jurisdictions. (d) The Company irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. The Company irrevocably agrees that, where permitted by applicable law, be deemed it and its assets are, and shall be, subject to such proceedings, attachment or execution in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer its obligations under this Indenture and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processNotes.

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer and the Guarantors have Grantor irrevocably submitted (i) submits to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of ManhattanState, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it other location as may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstandingTerm Loan Intercreditor Agreement, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Deed of Trust, and the Notes. Service Grantor hereby irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in any state or federal court sitting in the State or in such other location as may be specified in the Term Loan Intercreditor Agreement. (b) The provisions of the Term Loan Intercreditor Agreement contained in Sections 8.7 and 8.8 thereof are hereby incorporated by reference as if set out in their entirety in this Deed of Trust. (c) To the extent that the Grantor has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Grantor hereby irrevocably waives such immunity in respect of its obligations under this Deed of Trust. (d) Notwithstanding the provisions of the Loan Documents and this Deed of Trust restricting (i) prepayment of the Obligations Secured, and (ii) restrictions on any transfer of the Mortgaged Property or on interests in Grantor, in the event that individually or jointly such restrictions shall be deemed by a court of competent jurisdiction to result in an unreasonable restraint on alienation of property, and therefore are unenforceable, Agent shall have the right to elect which of such provisions it desires to waive and the other shall remain in full force and effect. Agent shall make such election within fifteen (15) business days following any such decision by a court of competent jurisdiction, after the expiration of all appeal periods. (e) Grantor waives, to the fullest extent permitted by lawit may effectively do so, be deemed in every respect effective service the defense of process upon such party in an inconvenient forum to the maintenance of any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for ; consents to service of process in any proceedings such action or proceeding by the mailing of a copy of such process to the Grantor as set forth in Section 5.1 hereof; and 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 law. (f) Nothing in this Section shall affect the right of the Pari Passu Agent to serve legal process in any other manner permitted by law or affect the right of the Pari Passu Agent to bring any action or proceeding against the Grantor or its property in the Borough courts of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processother jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. The Issuer Company and each of the Guarantors have irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court submits to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person any New York state or Federal court sitting in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served York in any legal action or proceeding arising out of or relating to this Agreement, and the Notes. Service Company and each of process upon such agent and written notice the Guarantors hereby irrevocably agrees that all claims in respect of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in New York state or Federal Court. The Company and Guarantors each consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in this Paragraph 12K by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to the extent permitted by law, be deemed it at its address specified in every respect effective service Paragraph 12H or at such other address of process upon which such party in any such legal action or proceedingholder shall then have been notified pursuant to said paragraph. The Issuer Company and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of Guarantor agree that such service delivered to the Issuer and the Guarantors upon receipt (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 Issuer fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the Guarantors, provided, however, United States Postal Service or any reputable commercial delivery service. The Company and each of the Guarantors agrees that no notice a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by mail suit on the Issuer and judgment or in any other manner provided by law. Nothing in this Paragraph 12K shall affect the right of any holder of the Notes to serve legal process in any other manner permitted by law or affect the right of any holder of the Notes to bring any action or proceeding against the Company or any of the Guarantors or its property in the courts of any other jurisdiction. To the extent that the Company or any Guarantor has or hereafter may acquire immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company and each Guarantor hereby irrevocably waives such immunity in respect of its agents shall be deemed effective service of processobligations under this agreement.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have (a) Guarantor hereby irrevocably submitted submits to the non-exclusive jurisdiction of any state New York or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Guaranty, and the Notes. Service Guarantor hereby irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in such New York or federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by lawthey may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Guarantor hereby irrevocably appoints Xxxx X. Xxxx (the "Process Agent"), with an office on the date hereof at Hondo Oil & Gas Company, 00000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, telephone (000) 000-0000, telecopier (000) 000-0000, as its agent to receive, on behalf of the Guarantor and its property, service of copies of the summons and complaint and any other process that may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Guarantor in care of the Process Agent at the Process Agent's address above, and the Guarantors have each appointed Cogency Global Inc. as their agent for Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Guarantor also irrevocably consents to the service of any and all process in any proceedings such action or proceeding by the mailing of copies of such process to Guarantor at its address specified in Section 11. Guarantor 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 law. (b) Nothing in this Section shall affect the right of the Lender to serve legal process in any other manner permitted by law or affect the right of the Lender to bring any action or proceeding against Guarantor or its property in the Borough courts of Manhattanany other jurisdictions. (c) To the extent that Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, City attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to Guarantor or its property, Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Guaranty." v. Notices, requests and State demands to the Lender, as set forth in Section 11 of New York. Service of process personally delivered upon the agents specified Existing Guaranty, shall be in the preceding paragraph writing and written notice of such service shall be effective when delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the GuarantorsLender at London Australia & General Property Company, providedFour Xxxxxxxxx Xxxxx, howeverXxxxxx, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processXX0X 0XX, Xxxxxxx, telephone 000-00-000-000-0000, telecopier 011-44-171-201-6100, Attention: R.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and the Guarantors have Guarantor hereby irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of any action or proceeding arising out of or related to the Notes, the Guarantee or this Indenture. The Issuer and the Guarantors have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court submits to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person any New York state or Federal court sitting in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served York in any legal action or proceeding arising out of or relating to this Guaranty, and the Notes. Service Guarantor hereby irrevocably agrees that all claims in respect of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shallmay be heard and determined in New York state or Federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by lawit may effectively do so, be deemed in every respect effective service the defense of process upon an inconvenient forum to the maintenance of such party in any such legal action or proceeding. The Issuer Guarantor agrees and irrevocably consents to the Guarantors have each appointed Cogency Global Inc. as their agent for service of any and all process in any proceedings such action or proceeding by the mailing, by registered or certified U.S. mail, or by any other means or mail that requires a signed receipt, of copies of such process to the Guarantor at its address set forth in section 7.4. The Guarantor 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 law. Nothing in this Section 7.11 shall affect the right of any holder of the Notes to serve legal process in any other manner permitted by law or affect the right of any holder of the Notes to bring any action or proceeding against the Guarantor or its property in the Borough courts of Manhattan, City and State any other jurisdiction. To the extent that the Guarantor has or hereafter may acquire immunity from jurisdiction of New York. Service of any court or from any legal process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective (whether through service of process upon notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any Guarantor hereby irrevocably waives such immunity in respect of its agents shall be deemed effective service of processobligations under this Guaranty.

Consent to Jurisdiction; Waiver of Immunities. (a) The Issuer and the Guarantors have Guarantor hereby irrevocably submitted submits to the non-exclusive jurisdiction of any state New York State or federal court sitting in the Borough of Manhattan, City and State of New York for the purposes of City in any action or proceeding arising out of or related relating to this Guaranty, and the Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court. The Guarantor hereby irrevocably appoints Xxxxxx & Xxxxxx, Attn: Xxxxxxx X. Cost, Esq. (the "Process Agent"), with an office on the date hereof at 000 Xxxx Xxxxxx, Xxx -------------- Xxxx, XX 00000, as its agent to receive on behalf of the Guarantor and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing (by certified or registered mail, postage prepaid and return receipt requested) or delivering a copy of such process to the NotesGuarantor in care of the Process Agent at the Process Agent's above address, and the Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Guarantee Guarantor also irrevocably consents to the service of any and all process in any such action or this Indentureproceeding by the mailing of copies of such process to the Guarantor at its address specified in Section 8 hereof. The Issuer Guarantor 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 Guarantors have judgment or in any other manner provided by law. (b) Nothing in this Section 9 shall affect the right of the Collateral Agent to serve legal process in any other manner permitted by law or affect the right of the Collateral Agent to bring any action or proceeding against the Guarantor or its property in the courts of any other jurisdictions. (c) The Guarantor hereby expressly and irrevocably waivedwaives, 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 action or proceeding litigation brought in any such a court referred to above and any claim that any such action or proceeding brought in such a court litigation has been brought in an inconvenient forum and forum. To the extent that the Guarantor has or hereafter may acquire any right immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to which it may be entitled on account judgment, attachment in aid of place execution or otherwise) with respect to itself or its property, the Guarantor hereby irrevocably waives such immunity in respect of residence or domicile. The Issuer its obligations under this Guaranty and the Guarantors have agreed that final judgment in any such action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processother Loan Documents.

Consent to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Guarantors have parties hereto hereby irrevocably submitted submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, Manhattan in The City and State of New York for the purposes with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or related relating to this Indenture or the NotesNotes or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the Guarantee or this Indenturejurisdiction of the aforesaid courts. The Issuer and Each of the Guarantors have parties hereto irrevocably waivedwaives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding Proceeding brought in any such a court and any claim that any such action or proceeding Proceeding brought in any such a court has been brought in an inconvenient forum and any right to which it may be entitled on account forum. Each of place of residence or domicile. The Issuer the Company and the Guarantors have agreed irrevocably appoints National Corporate Research Limited (the “ Process Agent”), with an office at 10 East 40th Street, 10th Floor, Nxx Xxxx, XX 00000, XXX, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that final judgment appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company and the Guarantors in any other court of competent jurisdiction. (b) Each of the Company and the Guarantors hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, however, that service of process is effected upon such Person in the manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantors will at all times have an authorized agent sitting in the Borough of Manhattan, Manhattan in The City and State of New York, upon whom . Such service shall be made by delivering by hand a copy of such process may be served in any legal action or proceeding arising out of or relating to the NotesCompany or any Guarantor, as the case may be, in care of the Process Agent at the address specified above. Service Each of process upon the Company and the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such agent and written service on its behalf. Failure of the Process Agent to give notice to the Company or any Guarantor, as the case may be, or failure of the Company or any Guarantor, as the case may be, to receive notice of such service mailed of process shall not affect in any way the validity of such service on the Process Agent, the Company or delivered the Guarantors. As an alternative method of service, each of the Company and the Guarantors also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or Guarantor, as the case may be, at its address specified in Section 11.02 or at any other address previously furnished in writing by the Company or the Guarantors to the Trustee. Each of the Company and the Guarantors 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 designation of the Process Agent above in full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such. (c) Nothing in this Section 11.10 shall affect the right of any party, including the Trustee, any Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of any party being joined in such to bring any action or proceeding shallagainst any other party or its property in the courts of other competent jurisdictions. (d) Each of the Company and the Guarantors irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law, be deemed in every respect effective service . Each of process upon such party in any such legal action or proceeding. The Issuer the Company and the Guarantors have each appointed Cogency Global Inc. as their agent for service of process irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in any proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantors shall be deemed in every respect effective service of process upon the Issuer and the Guarantors, provided, however, that no notice by mail on the Issuer and the Guarantors or any of its agents shall be deemed effective service of processobligations under this Indenture or the Notes.