Common use of GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE Clause in Contracts

GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS INDENTURE SHALL BE SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS. (a) By the execution and delivery of this Indenture, the Company submits to the non-exclusive jurisdiction of any U.S. Federal or state court located in the Borough of Manhattan in the City of New York in any suit, action or proceeding arising out of or relating to this Indenture, the Notes, or the transactions contemplated hereby. The Company agrees that a final judgment in any such suit, 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 Indenture or the Notes shall affect any right that the Trustee or any Holder may otherwise have to bring any suit, action or proceeding relating to this Indenture, the Notes or the transactions contemplated hereby against the Company or its properties in the courts of any jurisdiction. (b) The Company hereby irrevocably and unconditionally waives to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Notes, or the transactions contemplated hereby in any court referred to in Section 13.04(a). The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (c) By the execution and delivery of this Indenture, the Company (i) acknowledges that the Company has, by separate written instrument, irrevocably designated and appointed Xxxxxxx & Xxxxxxx, P.C., 000 X. Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (or any successor) (together with any successor, the “Agent for Service”), as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to this Indenture, the Notes or the transactions contemplated hereby that may be instituted in any U.S. Federal or state court located in the Borough of Manhattan in the City of New York, or brought under U.S. Federal or state securities laws, and acknowledge that the Agent for Service has accepted such designation and (ii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company, shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect until the final satisfaction and discharge of this Indenture.

GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. THIS INDENTURE AND INDENTURE, THE NOTES SHALL AND ANY NOTE GUARANTEE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE NOTES OR ANY NOTE GUARANTEE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS INDENTURE SHALL BE SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS. (a) By To the execution and delivery of this Indenturefullest extent permitted by applicable law, the Company and each Guarantor, if any, hereby irrevocably submits to the non-exclusive jurisdiction of any U.S. Federal federal or state State court located in the Borough of Manhattan in the The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture, the Notes, Indenture or the transactions contemplated herebyany Notes and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each Guarantor, if any, irrevocably waives, to the fullest extent permitted by law, any objection which they may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. The Company and each Guarantor, if any, agrees that a final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it, and may be enforced in other jurisdictions any courts to the jurisdiction of which it is subject by a suit on upon such judgment, provided, that service of process is effected upon it in the judgment manner specified herein or in any other manner provided as otherwise permitted by law. Nothing in this Indenture or To the Notes shall affect any right that the Trustee or any Holder may otherwise have to bring any suit, action or proceeding relating to this Indenture, the Notes or the transactions contemplated hereby against extent the Company or its properties in the courts any Guarantor, if any, has or hereafter may acquire any immunity from jurisdiction of any jurisdiction. court or from any legal process (bwhether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) The Company with respect to itself or its property, it hereby irrevocably and unconditionally waives such immunity in respect of its obligations under this Indenture to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Notes, or the transactions contemplated hereby in any court referred to in Section 13.04(a). The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (c) By the execution and delivery of this Indenture, the Company (i) acknowledges that the Company has, by separate written instrument, irrevocably designated and appointed Xxxxxxx & Xxxxxxx, P.C., 000 X. Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (or any successor) (together with any successor, the “Agent for Service”), as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to this Indenture, the Notes or the transactions contemplated hereby that may be instituted in any U.S. Federal or state court located in the Borough of Manhattan in the City of New York, or brought under U.S. Federal or state securities laws, and acknowledge that the Agent for Service has accepted such designation and (ii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company, shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect until the final satisfaction and discharge of this Indenture.

GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. THIS INDENTURE AND INDENTURE, THE NOTES SHALL AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. THIS INDENTURE SHALL BE SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS. (a) By To the execution and delivery of this Indenturefullest extent permitted by applicable law, the Company submits Issuers hereby irrevocably submit to the non-exclusive jurisdiction of any U.S. Federal federal or state State court located in the Borough of Manhattan in the The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture, the Notes, Indenture or the transactions contemplated herebyany Notes and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company agrees Issuers irrevocably waive, to the fullest extent permitted by law, any objection which they may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. The Issuers agree that a final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuers, and may be enforced in other jurisdictions any courts to the jurisdiction of which the Issuers are subject by a suit on upon such judgment, provided, that service of process is effected upon the judgment Issuers in the manner specified herein or in any other manner provided as otherwise permitted by law. Nothing To the extent the Issuers have or hereafter may acquire any 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, executor or otherwise) with respect to itself or its property, the Issuers hereby irrevocably waive such immunity in respect of its obligations under this Indenture or the Notes shall affect any right that the Trustee or any Holder may otherwise have to bring any suit, action or proceeding relating to this Indenture, the Notes or the transactions contemplated hereby against the Company or its properties in the courts of any jurisdiction. (b) The Company hereby irrevocably and unconditionally waives to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Notes, or the transactions contemplated hereby in any court referred to in Section 13.04(a). The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (c) By the execution and delivery of this Indenture, the Company (i) acknowledges that the Company has, by separate written instrument, irrevocably designated and appointed Xxxxxxx & Xxxxxxx, P.C., 000 X. Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (or any successor) (together with any successor, the “Agent for Service”), as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to this Indenture, the Notes or the transactions contemplated hereby that may be instituted in any U.S. Federal or state court located in the Borough of Manhattan in the City of New York, or brought under U.S. Federal or state securities laws, and acknowledge that the Agent for Service has accepted such designation and (ii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company, shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect until the final satisfaction and discharge of this Indenture.

GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF THE STATE OF NEW YORK. THIS INDENTURE SHALL ANOTHER JURISDICTION WOULD BE SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONSTHEREBY. (a) By the execution and delivery of this Indenture, the Company submits to the non-exclusive jurisdiction of any U.S. Federal or state court located in the Borough of Manhattan in the City of New York in any suit, action or proceeding arising out of or relating to this Indenture, the Notes, or the transactions contemplated hereby. The Company agrees that a final judgment in any such suit, 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 Indenture or the Notes shall affect any right that the Trustee or any Holder may otherwise have to bring any suit, action or proceeding relating to this Indenture, the Notes or the transactions contemplated hereby against the Company or its properties in the courts of any jurisdiction. (b) The Company hereby irrevocably and unconditionally waives to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Notes, or the transactions contemplated hereby in any court referred to in Section 13.04(a18.04(a). The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (c) By the execution and delivery of this Indenture, the Company (i) acknowledges that the Company has, by separate written instrument, irrevocably designated and appointed Xxxxxxx & XxxxxxxRegistered Agent Solutions, P.C.Inc., 000 X. Xxxx 00 Xxxxxxxxxx Xxxxxx Xxxxx 000, Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (or any successor) (together with any successor, the “Agent for Service”), as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to this Indenture, the Notes or the transactions contemplated hereby that may be instituted in any U.S. Federal or state court located in the Borough of Manhattan in the City of New York, or brought under U.S. Federal or state securities laws, and acknowledge that the Agent for Service has accepted such designation and (ii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to the Company’s principal office in British Columbia, Canada), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect until the final satisfaction and discharge of this Indenture.

GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. THIS INDENTURE AGREEMENT AND EACH OF THE NOTES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH OTHER LOAN DOCUMENTS EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORKCALIFORNIA AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS INDENTURE SHALL AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE SUBJECT BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE PROVISIONS NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE TRUST INDENTURE ACT SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN §19. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, IT MAY NOW OR HEREAFTER HAVE TO THE EXTENT APPLICABLE, BE GOVERNED BY VENUE OF ANY SUCH PROVISIONSSUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT. (af) By The Credit Agreement is hereby amended by deleting all provisions relating to the execution Swing Loan facility set forth in §2.5 and delivery of this Indentureall references to the "Swing Loan", the Company submits to the non-exclusive jurisdiction of any U.S. Federal or state court located in the Borough of Manhattan in the City of New York in any suit, action or proceeding arising out of or relating to this Indenture"Swing Loan Bank", the Notes, or "Swing Loan Commitment" and the transactions contemplated hereby. The Company agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on "Swing Loan Note" throughout the judgment or in any other manner provided by law. Nothing in this Indenture or the Notes shall affect any right that the Trustee or any Holder may otherwise have to bring any suit, action or proceeding relating to this Indenture, the Notes or the transactions contemplated hereby against the Company or its properties in the courts of any jurisdictionCredit Agreement. (bg) The Company Credit Agreement is hereby irrevocably amended by deleting Schedule 1 in its entirety and unconditionally waives to the fullest extent replacing it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Notes, or the transactions contemplated hereby in any court referred to in Section 13.04(a). The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such courtwith Schedule 1 attached hereto. (ch) By the execution The Credit Agreement is hereby amended by deleting Exhibit A in its entirety and delivery of this Indenture, the Company replacing it with Exhibit A attached hereto. (i) acknowledges that the Company has, The Credit Agreement is hereby amended by separate written instrument, irrevocably designated deleting Exhibit C in its entirety and appointed Xxxxxxx & Xxxxxxx, P.C., 000 X. Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 replacing it with Exhibit C attached hereto. (or any successorj) The Credit Agreement is hereby amended by deleting Exhibit E in its entirety and replacing it with Exhibit E attached hereto. (together k) The Credit Agreement is hereby amended by deleting Exhibit F in its entirety and replacing it with any successor, the “Agent for Service”), as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to this Indenture, the Notes or the transactions contemplated hereby that may be instituted in any U.S. Federal or state court located in the Borough of Manhattan in the City of New York, or brought under U.S. Federal or state securities laws, and acknowledge that the Agent for Service has accepted such designation and (ii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company, shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect until the final satisfaction and discharge of this IndentureExhibit F attached hereto.

GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. THIS INDENTURE AND INDENTURE, THE NOTES SHALL AND ANY NOTE GUARANTEE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE NOTES OR ANY NOTE GUARANTEE, WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK. THIS INDENTURE SHALL BE SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALLTo the fullest extent permitted by applicable law, TO THE EXTENT APPLICABLEeach Issuer and each Guarantor, BE GOVERNED BY SUCH PROVISIONS. (a) By the execution and delivery of this Indentureif any, the Company hereby irrevocably submits to the non-exclusive jurisdiction of any U.S. Federal federal or state State court located in the Borough of Manhattan in the The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture, the Notes, Indenture or the transactions contemplated hereby. The Company any Notes and irrevocably agrees that a all claims in respect of such suit or proceeding may be determined in any such court. Each Issuer and each Guarantor, if any, irrevocably waives, to the fullest extent permitted by law, any objection which they may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each Issuer and each Guarantor, if any, agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it, and may be enforced in other jurisdictions any courts to the jurisdiction of which it is subject by a suit on upon such judgment, provided, that service of process is effected upon it in the judgment manner specified herein or in any other manner provided as otherwise permitted by law. Nothing To the extent any Issuer or any Guarantor, if any, has or hereafter may acquire any 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, executor or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under this Indenture or the Notes shall affect any right that the Trustee or any Holder may otherwise have to bring any suit, action or proceeding relating to this Indenture, the Notes or the transactions contemplated hereby against the Company or its properties in the courts of any jurisdiction. (b) The Company hereby irrevocably and unconditionally waives to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Notes, or the transactions contemplated hereby in any court referred to in Section 13.04(a). The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (c) By the execution and delivery of this Indenture, the Company (i) acknowledges that the Company has, by separate written instrument, irrevocably designated and appointed Xxxxxxx & Xxxxxxx, P.C., 000 X. Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (or any successor) (together with any successor, the “Agent for Service”), as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to this Indenture, the Notes or the transactions contemplated hereby that may be instituted in any U.S. Federal or state court located in the Borough of Manhattan in the City of New York, or brought under U.S. Federal or state securities laws, and acknowledge that the Agent for Service has accepted such designation and (ii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company, shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect until the final satisfaction and discharge of this Indenture.

GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Indenture and the Securities shall be governed by the laws of the State of New York. THIS INDENTURE SHALL BE SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS. (a) By the execution and delivery Each of this Indenture, the Company submits to and the non-exclusive jurisdiction of any U.S. Federal or state court located in the Borough of Manhattan in the City of New York in any suit, action or proceeding arising out of or relating to this Indenture, the Notes, or the transactions contemplated hereby. The Company agrees that a final judgment in any such suit, 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 Indenture or the Notes shall affect any right that the Trustee or any Holder may otherwise have to bring any suit, action or proceeding relating to this Indenture, the Notes or the transactions contemplated Guarantor hereby against the Company or its properties in the courts of any jurisdiction. (b) The Company hereby irrevocably and unconditionally waives to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Notes, or the transactions contemplated hereby in any court referred to in Section 13.04(a). The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (c) By the execution and delivery of this Indenture, the Company (i) acknowledges that the Company has, by separate written instrument, it has irrevocably designated and appointed Xxxxxxx & XxxxxxxCT Corporation System, P.C.1633 Xxxxxxxx, 000 X. Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (or any successor) (together xxgether with any successor, the “Agent for Service”"Process Agent"), as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to this Indenture, Indenture or the Notes Securities or the transactions contemplated hereby herein or brought under federal or state securities laws that may be instituted in any U.S. Federal federal or state court located in the Borough of Manhattan in the City State of New York, or brought under U.S. Federal or state securities lawssitting in the city of New York, and acknowledge acknowledges that the Process Agent for Service has accepted such designation and designation, (ii) agrees that service of process upon the Process Agent for Service (or any successor) and written notice of said such service to the CompanyCompany or the Guarantor, shall as the case may be (mailed or delivered to the Chief Executive Officer of the Company at its principal office at Alfexxx Xxxxxx 000, 0000 Xxxxxx Xxxxx Xxxxxxxxx), xhall be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such suit, action or proceeding. The Company further proceeding and (iii) agrees to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of the Process Agent for Service in full force and effect until so long as any of the final satisfaction Securities shall be outstanding. Each of the Company and discharge the Guarantor hereby agrees to submit to the nonexclusive jurisdiction of any such federal or state court in the State of New York in any such suit, action or proceeding arising out of or relating to this IndentureIndenture or the Securities or the transactions contemplated herein and hereby waives to the fullest extent permitted by law any defense to the institution or continuance of any such suit, action or proceeding based upon lack of proper venue, inconvenient forum or similar grounds.