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

GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. THIS INDENTURE, THE NOTES 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. To the fullest extent permitted by applicable law, the Company and each Guarantor, if any, hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture or any 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 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 any courts to the jurisdiction of which it is subject by a suit upon such judgment, provided, that service of process is effected upon it in the manner specified herein or as otherwise permitted by law. To the extent the Company 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 to the extent permitted by law.

GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. THIS INDENTURE, THE NOTES AND ANY NOTE GUARANTEE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE NOTES OR ANY NOTE GUARANTEE, 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. To the fullest extent permitted by applicable law, the Company and each Guarantor, if any, Issuers hereby irrevocably submits submit to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture or any 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, Issuers irrevocably waiveswaive, 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 Issuers agree that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon itthe Issuers, and may be enforced in any courts to the jurisdiction of which it is the Issuers are subject by a suit upon such judgment, provided, that service of process is effected upon it the Issuers in the manner specified herein or as otherwise permitted by law. To the extent the Company or any Guarantor, if any, has 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, it the Issuers hereby irrevocably waives waive such immunity in respect of its obligations under this Indenture to the extent permitted by law.

GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. THIS INDENTURE, THE NOTES 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 YORKThis Indenture and the Securities shall be governed by the laws of the State of New York. To the fullest extent permitted by applicable law, Each of the Company and each Guarantorthe Guarantor hereby (i) acknowledges that it has irrevocably designated and appointed CT Corporation System, if any1633 Xxxxxxxx, hereby irrevocably submits to Xxx Xxxx, Xxx Xxxx 00000 (xxgether with any successor, the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York"Process Agent"), New York as its authorized agent upon which process may be served in any suit, action or proceeding based on or arising out of or relating to this Indenture or the Securities or the transactions contemplated herein or brought under federal or state securities laws that may be instituted in any Notes federal or state court in the State of New York, sitting in the city of New York, and irrevocably acknowledges that the Process Agent has accepted such designation, (ii) agrees that all claims in respect service of process upon the Process Agent and written notice of such suit service to the Company or proceeding the Guarantor, as the case may be determined (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 courtsuit, action or proceeding and (iii) 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 Process Agent in full force and effect so long as any of the Securities shall be outstanding. The Each of the Company and each Guarantorthe 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, if any, irrevocably waives, action or proceeding arising out of or relating to this Indenture or the Securities or the transactions contemplated herein and hereby waives to the fullest extent permitted by law, law any objection which they may have defense to the laying of the venue institution or continuance of any such suit, action or proceeding brought in an based upon lack of proper venue, inconvenient forum. The Company and each Guarantor, if any, agrees that final judgment in any such suit, action forum or proceeding brought in such a court shall be conclusive and binding upon it, and may be enforced in any courts to the jurisdiction of which it is subject by a suit upon such judgment, provided, that service of process is effected upon it in the manner specified herein or as otherwise permitted by law. To the extent the Company 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 to the extent permitted by lawsimilar grounds.