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

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees and this Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. (b) The Company and each of the Subsidiary Guarantors or the JV Subsidiary Guarantors hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any United States federal or New York state court sitting in the Borough of Manhattan, The City of New York (the “New York Court”) in any suit, action or proceeding arising out of or relating to this Indenture, any Note, any Subsidiary Guarantee, any JV Subsidiary Guarantee or any transaction contemplated hereby or thereby. The Company and each of the Subsidiary Guarantors or the JV Subsidiary Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the venue of any such suit, action or proceeding brought in any such New York Court and any claim that any such suit, action or proceeding brought in any such New York Court has been brought in an inconvenient forum. To the extent that the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor, as the case may be, has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company, such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, irrevocably waives such immunity in respect of its obligations hereunder or under any Note, any Subsidiary Guarantee or any JV Subsidiary Guarantee, as applicable. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors agree that final judgment in any such suit, action or proceeding, brought in such a court shall be conclusive and binding upon the Company, the Subsidiary Guarantor or the JV Subsidiary Guarantors, as the case may be, and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, is subject by a suit upon such judgment or in any manner provided by law, provided that service of process is effected upon the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any of the Notes remain outstanding, the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture, any Note, any or Subsidiary Guarantee or any JV Subsidiary Guarantee. Service of process upon such agent and written notice of such service mailed or delivered to the Company, any Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company, such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, in any such legal action or proceeding. Each of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby appoints Law Debenture Corporate Services 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 office of such agent at 400 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, XXX. Notwithstanding the foregoing, the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor may, with prior written notice to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. and appoint another agent for the above purposes so that the Company, the Subsidiary Guarantors and JV the Subsidiary Guarantors shall at all times have an agent for the above purposes in the City of New York. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby agree to take any and all action as may be necessary to maintain the designation and appointment of an agent in full force and effect until the Final Maturity Date (or earlier, if the Notes are prepaid in full). (d) The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable 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 Indenture or any Note or any Subsidiary Guarantee, or any JV Subsidiary Guarantee, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees and this the Indenture shall be governed by, and construed in accordance with, the laws of the State of New YorkYork without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby. (b) The Company and each of the Subsidiary Guarantors or the JV Subsidiary Guarantors hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any New York State or United States federal or New York state Federal court sitting in the Borough of Manhattan, The City of New York (the “New York Court”) in City over any suit, action or proceeding arising out of or relating to this Indenture, any Note, Note or any Subsidiary Guarantee, any JV Subsidiary Guarantee or any transaction contemplated hereby or thereby. The Company and each of the Subsidiary Guarantors or the JV Subsidiary Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by applicable 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 any such New York Court a court and any claim that any such suit, action or proceeding brought in any such New York Court a court has been brought in an inconvenient forum. To the extent that the Company, any Subsidiary Guarantor Company or any JV Subsidiary Guarantor, as the case may be, has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company, such Subsidiary Guarantor Company or such JV Subsidiary Guarantor, as the case may be, irrevocably waives such immunity in respect of its obligations hereunder or under any Note, any Subsidiary Guarantee or any JV Subsidiary Guarantee, as applicable. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors agree that final judgment in any such suit, action or proceeding, proceeding brought in such a court shall be conclusive and binding upon the Company, Company or the Subsidiary Guarantor or the JV Subsidiary GuarantorsGuarantor, as the case may be, and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, is subject by a suit upon such judgment or in any manner provided by law, provided that service of process is effected upon the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any of the Notes remain outstandingOutstanding, the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors will at all times have an authorized agent in the City of New YorkYork City, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture, any Note, any or Subsidiary Guarantee Note or any JV Subsidiary Guarantee. Service of process upon such agent and written notice of such service mailed or delivered to the Company, Company or any Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company, such Subsidiary Guarantor Company or such JV Subsidiary Guarantor, as the case may be, in any such legal action or proceeding. Each The Company and each of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby appoints Law Debenture Corporate Services Inc., appoint Corporation Service Company 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 office of such agent at 400 Xxxxxxx Xxxxxx1180 Avenue of the Americas, 0xx XxxxxXxxxx 000, Xxx Xxxx, XX Xxx Xxxx 00000, XXX. Notwithstanding the foregoing, the Company, any Subsidiary Guarantor Company or any JV Subsidiary Guarantor may, with prior written notice to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. Computershare Trust Company, N.A. and appoint another agent for the above purposes so that the Company, the Subsidiary Guarantors Company and JV the Subsidiary Guarantors shall at all times have an agent for the above purposes in the City of New York. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby agree to take any and all action as may be necessary to maintain the designation and appointment of an agent in full force and effect until the Final Maturity Date (or earlier, if the Notes are prepaid in full)York City. (d) The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable 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 Indenture or any Note or any Subsidiary Guarantee, or any JV Subsidiary Guarantee, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees and this Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. (b) The Company and each of the Subsidiary Guarantors or the and JV Subsidiary Guarantors hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any United States federal or New York state court sitting in the Borough of Manhattan, The City of New York (the “New York Court”) in connection with any suit, action or proceeding arising out out, of or relating to to, this Indenture, any Note, any Subsidiary Guarantee, any Guarantee or JV Subsidiary Guarantee or any transaction contemplated hereby or thereby. The Company and each of the Subsidiary Guarantors or the and JV Subsidiary Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such New York Court a court and any claim that any such suit, action or proceeding brought in any such New York Court a court has been brought in an inconvenient forum. To the extent that the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor, as the case may be, has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company, Company or such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, irrevocably waives such immunity in respect of its obligations hereunder or under any Note, or any Subsidiary Guarantee or any JV Subsidiary Guarantee, as applicable. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors agree that final judgment in any such suit, action or proceeding, proceeding brought in such a court shall be conclusive and binding upon the Company, the Subsidiary Guarantor or the JV Subsidiary GuarantorsGuarantor, as the case may be, and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, is subject by a suit upon such judgment or in any manner provided by law, ; provided that service of process is effected upon the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any of the Notes remain outstanding, the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture, any Note, Note or any or Subsidiary Guarantee or any JV Subsidiary Guarantee. Service of process upon such agent and written notice of such service mailed or delivered to the Company, any Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company, Company or such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, in any such legal action or proceeding. Each The Company and each of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby appoints Law Debenture National Corporate Services Inc.Research, Ltd. 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 office of such agent at 400 Xxxxxxx Xxxxxx10 East 40th Street, 0xx 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, XXXXxxxxx Xxxxxx. Notwithstanding the foregoing, the Company, Company or any Subsidiary Guarantor or any JV Subsidiary Guarantor may, with prior written notice to the Trustee, terminate the appointment of Law Debenture National Corporate Services Inc. Research, Ltd. and appoint another agent for the above purposes so that the Company, the Subsidiary Guarantors and JV the Subsidiary Guarantors shall at all times have an agent for the above purposes in the City of New York. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby agree to take any and all action as may be necessary to maintain the designation and appointment of an agent in full force and effect until the Final Maturity Date (or earlier, if the Notes are prepaid in full). (d) The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable 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 Indenture or any Note or Note, any Subsidiary Guarantee, Guarantee or any JV Subsidiary Guarantee, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the NotesTHIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, the Subsidiary GuaranteesINCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, the JV Subsidiary Guarantees and this Indenture shall be governed by, and construed in accordance with, the laws of the State of New YorkBUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS RULES. (b) The Company and each of the Subsidiary Guarantors or the JV Subsidiary Guarantors THE COMPANY AND Each SUBSIDIARY GUARANTOR hereby irrevocably and unconditionally submits submit to the non-exclusive jurisdiction of any United States federal or New York state State or Federal court sitting in the Borough of Manhattan, The City of New York (the “New York Court”) County in any suit, action or proceeding arising out of or relating to this IndentureTHIS INDENTURE AND THE NOTES, and THE COMPANY AND each SUBSIDIARY GUARANTOR 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 SUBSIDIARY GUARANTOR hereby irrevocably appoints THE COMPANY (the "Process Agent"), with an office on the date hereof at 8669 Commodity circle, orlando, florida 32819, as its agent to recexxx xx xxxxxx xx xxxx XXXXXXXXXX XXXXXXXXX xxd its property service of copies of the summons and complaint and any Noteother 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 each SUBSIDIARY GUARANTOR in care of the Process Agent at the Process Agent's above address, and each SUBSIDIARY GUARANTOR hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. the company and Each SUBSIDIARY GUARANTOR agree that a final judgment in any Subsidiary Guarantee, such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any JV Subsidiary Guarantee or any transaction contemplated hereby or thereby. other manner provided by law. (c) The Company and each of the Subsidiary Guarantors or the JV Subsidiary Guarantors Guarantor hereby expressly and irrevocably and unconditionally waiveswaive, to the fullest extent permitted by applicable law, any objection which it they may now or hereafter have to the laying of venue of any such suit, action or proceeding litigation brought in any such New York Court court referred to above and any claim that any such suit, action or proceeding brought in any such New York Court litigation has been brought in an inconvenient forum. To the extent that the Company, any a Subsidiary Guarantor or any JV Subsidiary Guarantor, as the case may be, has or hereafter may acquire any sovereign or other 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, the Company, such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, hereby irrevocably waives such immunity in respect of its obligations hereunder or Obligations under any Note, any Subsidiary Guarantee or any JV Subsidiary Guarantee, as applicable. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors agree that final judgment in any such suit, action or proceeding, brought in such a court shall be conclusive and binding upon the Company, the Subsidiary Guarantor or the JV Subsidiary Guarantors, as the case may be, and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, is subject by a suit upon such judgment or in any manner provided by law, provided that service of process is effected upon the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any of the Notes remain outstanding, the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture, any Note, any or Subsidiary Guarantee or any JV Subsidiary Guarantee. Service of process upon such agent and written notice of such service mailed or delivered to the Company, any Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company, such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, in any such legal action or proceeding. Each of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby appoints Law Debenture Corporate Services 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 office of such agent at 400 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, XXX. Notwithstanding the foregoing, the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor may, with prior written notice to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. and appoint another agent for the above purposes so that the Company, the Subsidiary Guarantors and JV the Subsidiary Guarantors shall at all times have an agent for the above purposes in the City of New York. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby agree to take any and all action as may be necessary to maintain the designation and appointment of an agent in full force and effect until the Final Maturity Date (or earlier, if the Notes are prepaid in full). (d) The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable 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 Indenture or any Note or any Subsidiary Guarantee, or any JV Subsidiary Guarantee, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of This Indenture and the Notes, Notes (and the Subsidiary Guarantees, the JV Subsidiary Guarantees and this Indenture Guarantee endorsed thereon) shall be governed by, and construed in accordance with, with and governed by the laws of the State of New YorkYork . (b) The Company and each Each of the Subsidiary Guarantors or Issuer and the JV Subsidiary Guarantors Guarantor hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any New York State or United States federal or New York state Federal court sitting in the Borough of Manhattan, The City of New York (the “New York Court”) in City over any suit, action or proceeding arising out of or relating to this Indenture, any Note, any Subsidiary Guarantee, any JV Subsidiary Guarantee Indenture or any transaction contemplated hereby Note or therebythe Guarantee. The Company and each Each of the Subsidiary Guarantors or Issuer and the JV Subsidiary Guarantors Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by applicable 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 any such New York Court a court and any claim that any such suit, action or proceeding brought in any such New York Court a court has been brought in an inconvenient forum. To the extent that the Company, any Subsidiary Guarantor Issuer or any JV Subsidiary the Guarantor, as the case may be, has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company, such Subsidiary Guarantor Issuer or such JV Subsidiary the Guarantor, as the case may be, irrevocably waives such immunity in respect of its obligations hereunder or under any Note, any Subsidiary Guarantee Note or any JV Subsidiary the Guarantee, as applicable. The Company and each Each of the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors agree Guarantor agrees that final judgment in any such suit, action or proceeding, proceeding brought in such a court shall be conclusive and binding upon the Company, the Subsidiary Guarantor Issuer or the JV Subsidiary GuarantorsGuarantor, as the case may be, and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company or any of the Subsidiary Guarantors Issuer or the JV Subsidiary GuarantorsGuarantor, as the case may be, is subject by a suit upon such judgment or in any manner provided by law, provided that service of process is effected upon the Company or any of the Subsidiary Guarantors Issuer or the JV Subsidiary GuarantorsGuarantor, as the case may be, in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any of the Notes remain outstandingOutstanding, the Company and each of the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors Guarantor will at all times have an authorized agent in the City of New YorkYork City, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture, any Note, any Note or Subsidiary Guarantee or any JV Subsidiary the Guarantee. Service of process upon such agent and written notice of such service mailed or delivered to the Company, any Subsidiary Guarantor Issuer or JV Subsidiary the Guarantor, as the case may be, shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company, such Subsidiary Guarantor Issuer or such JV Subsidiary the Guarantor, as the case may be, in any such legal action or proceeding. Each of the Company, the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors Guarantor hereby appoints Law Debenture Corporate Services Inc., CT Corporation System 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 office of such agent at 400 Xxxxxxx 000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, XXX. Notwithstanding the foregoing, the Company, any Subsidiary Guarantor Issuer or any JV Subsidiary the Guarantor may, with prior written notice to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. CT Corporation System and appoint another agent for the above purposes so that the Company, Issuer and the Subsidiary Guarantors and JV the Subsidiary Guarantors Guarantor shall at all times have an agent for the above purposes in the City of New York. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby agree to take any and all action as may be necessary to maintain the designation and appointment of an agent in full force and effect until the Final Maturity Date (or earlier, if the Notes are prepaid in full)York City. (d) The Company and each Each of the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable 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 Indenture or any Note or any Subsidiary Guarantee, or any JV Subsidiary Guarantee, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees and this Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. (ba) The Each of the Company and each of the Subsidiary Guarantors or the JV Subsidiary Guarantors hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any New York state or United States federal or New York state court sitting located in the Borough of Manhattan, The City of New York (the “York, New York Court”) York, in connection with any suit, action or proceeding arising out of or relating to this Indenture, any Note, Note or any Subsidiary Guarantee, any JV Subsidiary Guarantee or any transaction contemplated hereby or thereby. The Each of the Company and each of the Subsidiary Guarantors or the JV Subsidiary Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by applicable 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 any such New York Court a court and any claim that any such suit, action or proceeding brought in any such New York Court a court has been brought in an inconvenient forum. To the extent that the Company, any Subsidiary Guarantor Company or any JV Subsidiary Guarantor, as the case may be, has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company, such Subsidiary Guarantor Company or such JV Subsidiary Guarantor, as the case may be, irrevocably waives such immunity in respect of its obligations hereunder or under any Note, any Subsidiary Guarantee Note or any JV Subsidiary Guarantee, as applicable. The Each of the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors agree agrees that final judgment in any such suit, action or proceeding, brought in such a court shall be conclusive and binding upon the Company, Company or the Subsidiary Guarantor or the JV Subsidiary GuarantorsGuarantor, as the case may be, and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company or any of the Subsidiary Guarantors or the JV Subsidiary GuarantorsGuarantor, as the case may be, is subject by a suit upon such judgment or in any manner provided by law, provided that service of process is effected upon the Company or any of the Subsidiary Guarantors or the JV Subsidiary GuarantorsGuarantor, as the case may be, in the manner specified in the following subsection or as otherwise permitted by applicable law. (cb) As long as any of the Notes remain outstanding, each of the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors will shall at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture, any Note, any or Subsidiary Guarantee Note or any JV Subsidiary Guarantee. Service of process upon such agent and written notice of such service mailed or delivered to the Company, Company or any Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company, such Subsidiary Guarantor Company or such JV Subsidiary Guarantor, as the case may be, in any such legal action or proceeding. Each of the Company, the Subsidiary Guarantors Company and the JV Subsidiary Guarantors hereby appoints Law Debenture Corporate Services Inc., 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 office of such agent at 400 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, XXX. Notwithstanding the foregoing, the Company, any Subsidiary Guarantor Company or any JV Subsidiary Guarantor may, with prior written notice to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. and appoint another agent for the above purposes so that the Company, the Company or such Subsidiary Guarantors and JV the Subsidiary Guarantors Guarantor shall at all times have an agent for the above purposes in the City of New York. The Each of the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby agree agrees to take any and all action as may be necessary to maintain the designation and appointment of an agent in full force and effect until the Final Maturity Date final maturity date of the Notes (or earlier, if the Notes are prepaid in full). (dc) The Each of the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable 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 Indenture or any Note or any Subsidiary Guarantee, or any JV Subsidiary Guarantee, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees and this Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. (b) The Each of the Company and each of the Subsidiary Guarantors or the JV Subsidiary Guarantors hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any New York state or United States federal or New York state court sitting located in the Borough of Manhattan, The City of New York (the “York, New York Court”) York, in connection with any suit, action or proceeding arising out of or relating to this Indenture, any Note, Note or any Subsidiary Guarantee, any JV Subsidiary Guarantee or any transaction contemplated hereby or thereby. The Each of the Company and each of the Subsidiary Guarantors or the JV Subsidiary Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by applicable 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 any such New York Court a court and any claim that any such suit, action or proceeding brought in any such New York Court a court has been brought in an inconvenient forum. To the extent that the Company, any Subsidiary Guarantor Company or any JV Subsidiary Guarantor, as the case may be, has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company, such Subsidiary Guarantor Company or such JV Subsidiary Guarantor, as the case may be, irrevocably waives such immunity in respect of its obligations hereunder or under any Note, any Subsidiary Guarantee Note or any JV Subsidiary Guarantee, as applicable. The Each of the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors agree agrees that final judgment in any such suit, action or proceeding, brought in such a court shall be conclusive and binding upon the Company, Company or the Subsidiary Guarantor or the JV Subsidiary GuarantorsGuarantor, as the case may be, and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company or any of the Subsidiary Guarantors or the JV Subsidiary GuarantorsGuarantor, as the case may be, is subject by a suit upon such judgment or in any manner provided by law, provided that service of process is effected upon the Company or any of the Subsidiary Guarantors or the JV Subsidiary GuarantorsGuarantor, as the case may be, in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any of the Notes remain outstanding, each of the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors will shall at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture, any Note, any or Subsidiary Guarantee Note or any JV Subsidiary Guarantee. Service of process upon such agent and written notice of such service mailed or delivered to the Company, Company or any Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company, such Subsidiary Guarantor Company or such JV Subsidiary Guarantor, as the case may be, in any such legal action or proceeding. Each of the Company, the Subsidiary Guarantors Company and the JV Subsidiary Guarantors hereby appoints Law Debenture Corporate Services Inc., 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 office of such agent at 400 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, XXX. Notwithstanding the foregoing, the Company, any Subsidiary Guarantor Company or any JV Subsidiary Guarantor may, with prior written notice to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. and appoint another agent for the above purposes so that the Company, the Company or such Subsidiary Guarantors and JV the Subsidiary Guarantors Guarantor shall at all times have an agent for the above purposes in the City of New York. The Each of the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby agree agrees to take any and all action as may be necessary to maintain the designation and appointment of an agent in full force and effect until the Final Maturity Date final maturity date of the Notes (or earlier, if the Notes are prepaid in full). (d) The Each of the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable 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 Indenture or any Note or any Subsidiary Guarantee, or any JV Subsidiary Guarantee, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of This Indenture and the Notes, Notes (and the Subsidiary Guarantees, the JV Subsidiary Guarantees and this Indenture Guarantee endorsed thereon) shall be governed by, and construed in accordance with, with and governed by the laws of the State of New York. (b) The Company and each Each of the Subsidiary Guarantors or Issuer and the JV Subsidiary Guarantors Guarantor hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any New York State or United States federal or New York state Federal court sitting in the Borough of Manhattan, The City of New York (the “New York Court”) in City over any suit, action or proceeding arising out of or relating to this Indenture, any Note, any Subsidiary Guarantee, any JV Subsidiary Guarantee Indenture or any transaction contemplated hereby Note or therebythe Guarantee. The Company and each Each of the Subsidiary Guarantors or Issuer and the JV Subsidiary Guarantors Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by applicable 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 any such New York Court a court and any claim that any such suit, action or proceeding brought in any such New York Court a court has been brought in an inconvenient forum. To the extent that the Company, any Subsidiary Guarantor Issuer or any JV Subsidiary the Guarantor, as the case may be, has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company, such Subsidiary Guarantor Issuer or such JV Subsidiary the Guarantor, as the case may be, irrevocably waives such immunity in respect of its obligations hereunder or under any Note, any Subsidiary Guarantee Note or any JV Subsidiary the Guarantee, as applicable. The Company and each Each of the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors agree Guarantor agrees that final judgment in any such suit, action or proceeding, proceeding brought in such a court shall be conclusive and binding upon the Company, the Subsidiary Guarantor Issuer or the JV Subsidiary GuarantorsGuarantor, as the case may be, and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company or any of the Subsidiary Guarantors Issuer or the JV Subsidiary GuarantorsGuarantor, as the case may be, is subject by a suit upon such judgment or in any manner provided by law, provided that service of process is effected upon the Company or any of the Subsidiary Guarantors Issuer or the JV Subsidiary GuarantorsGuarantor, as the case may be, in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any of the Notes remain outstandingOutstanding, the Company and each of the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors Guarantor will at all times have an authorized agent in the City of New YorkYork City, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture, any Note, any Note or Subsidiary Guarantee or any JV Subsidiary the Guarantee. Service of process upon such agent and written notice of such service mailed or delivered to the Company, any Subsidiary Guarantor Issuer or JV Subsidiary the Guarantor, as the case may be, shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company, such Subsidiary Guarantor Issuer or such JV Subsidiary the Guarantor, as the case may be, in any such legal action or proceeding. Each of the Company, the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors Guarantor hereby appoints Law Debenture Corporate Services Inc., Corporation Service Company 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 office of such agent at 400 Xxxxxxx Xxxxxx1133 Avenue of the Americas, 0xx XxxxxXxxxx 0000, Xxx Xxxx, XX Xxx Xxxx 00000, XXX-0000. Notwithstanding the foregoing, the Company, any Subsidiary Guarantor Issuer or any JV Subsidiary the Guarantor may, with prior written notice to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. Corporation Service Company and appoint another agent for the above purposes so that the Company, Issuer and the Subsidiary Guarantors and JV the Subsidiary Guarantors Guarantor shall at all times have an agent for the above purposes in the City of New York. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby agree to take any and all action as may be necessary to maintain the designation and appointment of an agent in full force and effect until the Final Maturity Date (or earlier, if the Notes are prepaid in full)York City. (d) The Company and each Each of the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable 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 Indenture or any Note or any Subsidiary Guarantee, or any JV Subsidiary Guarantee, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees and this Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. (b) The Company and each of the Subsidiary Guarantors or the and JV Subsidiary Guarantors hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any United States federal or New York state court sitting in the Borough of Manhattan, The City of New York (the “New York Court”) in connection with any suit, action or proceeding arising out out, of or relating to to, this Indenture, any Note, any Subsidiary Guarantee, any Guarantee or JV Subsidiary Guarantee or any transaction contemplated hereby or thereby. The Company and each of the Subsidiary Guarantors or the and JV Subsidiary Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such New York Court a court and any claim that any such suit, action or proceeding brought in any such New York Court a court has been brought in an inconvenient forum. To the extent that the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor, as the case may be, has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company, Company or such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, irrevocably waives such immunity in respect of its obligations hereunder or under any Note, or any Subsidiary Guarantee or any JV Subsidiary Guarantee, as applicable. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors agree that final judgment in any such suit, action or proceeding, proceeding brought in such a court shall be conclusive and binding upon the Company, the Subsidiary Guarantor or the JV Subsidiary GuarantorsGuarantor, as the case may be, and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, is subject by a suit upon such judgment or in any manner provided by law, ; provided that service of process is effected upon the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any of the Notes remain outstanding, the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture, any Note, Note or any or Subsidiary Guarantee or any JV Subsidiary Guarantee. Service of process upon such agent and written notice of such service mailed or delivered to the Company, any Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company, Company or such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, in any such legal action or proceeding. Each The Company and each of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby appoints Law Debenture National Corporate Services Inc.Research, Ltd. 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 office of such agent at 400 Xxxxxxx 00 Xxxx 00xx Xxxxxx, 0xx 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, XXXXxxxxx Xxxxxx. Notwithstanding the foregoing, the Company, Company or any Subsidiary Guarantor or any JV Subsidiary Guarantor may, with prior written notice to the Trustee, terminate the appointment of Law Debenture National Corporate Services Inc. Research, Ltd. and appoint another agent for the above purposes so that the Company, the Subsidiary Guarantors and JV the Subsidiary Guarantors shall at all times have an agent for the above purposes in the City of New York. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby agree to take any and all action as may be necessary to maintain the designation and appointment of an agent in full force and effect until the Final Maturity Date (or earlier, if the Notes are prepaid in full). (d) The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable 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 Indenture or any Note or Note, any Subsidiary Guarantee, Guarantee or any JV Subsidiary Guarantee, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees and this Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The relevant pledge agreements pursuant to which the Capital Stock of the Subsidiary Guarantors are pledged as described in Section 10.01 will be governed under the laws of the jurisdiction in which the relevant Subsidiary Guarantor is incorporated without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby. (b) The Company and each of the Subsidiary Guarantors or the JV Subsidiary Guarantors hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any United States federal or New York state court sitting in the Borough of Manhattan, The City of New York (the “New York Court”) in any suit, action or proceeding arising out of or relating to this Indenture, any Note, any Subsidiary Guarantee, any JV Subsidiary Guarantee or any transaction contemplated hereby or thereby. The Company and each of the Subsidiary Guarantors or the JV Subsidiary Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the venue of any such suit, action or proceeding brought in any such New York Court and any claim that any such suit, action or proceeding brought in any such New York Court has been brought in an inconvenient forum. To the extent that the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor, as the case may be, has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company, such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, irrevocably waives such immunity in respect of its obligations hereunder or under any Note, any Subsidiary Guarantee or any JV Subsidiary Guarantee, as applicable. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors agree that final judgment in any such suit, action or proceeding, brought in such a court shall be conclusive and binding upon the Company, the Subsidiary Guarantor or the JV Subsidiary Guarantors, as the case may be, and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, is subject by a suit upon such judgment or in any manner provided by law, provided that service of process is effected upon the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any of the Notes remain outstanding, the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture, any Note, any or Subsidiary Guarantee or any JV Subsidiary Guarantee. Service of process upon such agent and written notice of such service mailed or delivered to the Company, any Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company, such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, in any such legal action or proceeding. Each of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby appoints Law Debenture Corporate Services 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 office of such agent at 400 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, XXX. Notwithstanding the foregoing, the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor may, with prior written notice to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. and appoint another agent for the above purposes so that the Company, the Subsidiary Guarantors and JV the Subsidiary Guarantors shall at all times have an agent for the above purposes in the City of New York. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby agree to take any and all action as may be necessary to maintain the designation and appointment of an agent in full force and effect until the Final Maturity Date (or earlier, if the Notes are prepaid in full). (d) The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable 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 Indenture or any Note or any Subsidiary Guarantee, or any JV Subsidiary Guarantee, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees and this Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. (b) The Company and each of the Subsidiary Guarantors or the and JV Subsidiary Guarantors hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any United States federal or New York state court sitting in the Borough of Manhattan, The City of New York (the “New York Court”) in connection with any suit, action or proceeding arising out out, of or relating to to, this Indenture, any Note, any Subsidiary Guarantee, any Guarantee or JV Subsidiary Guarantee or any transaction contemplated hereby or thereby. The Company and each of the Subsidiary Guarantors or the and JV Subsidiary Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such New York Court a court and any claim that any such suit, action or proceeding brought in any such New York Court a court has been brought in an inconvenient forum. To the extent that the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor, as the case may be, has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company, Company or such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, irrevocably waives such immunity in respect of its obligations hereunder or under any Note, or any Subsidiary Guarantee or any JV Subsidiary Guarantee, as applicable. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors agree that final judgment in any such suit, action or proceeding, proceeding brought in such a court shall be conclusive and binding upon the Company, the Subsidiary Guarantor or the JV Subsidiary GuarantorsGuarantor, as the case may be, and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, is subject by a suit upon such judgment or in any manner provided by law, ; provided that service of process is effected upon the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any of the Notes remain outstanding, the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture, any Note, Note or any or Subsidiary Guarantee or any JV Subsidiary Guarantee. Service of process upon such agent and written notice of such service mailed or delivered to the Company, any Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company, Company or such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, in any such legal action or proceeding. Each The Company and each of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby appoints Law Debenture National Corporate Services Inc.Research, Ltd. 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 office of such agent at 400 Xxxxxxx Xxxxxx10 East 40th Street, 0xx 10th Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, XXXXxxxxx Xxxxxx. Notwithstanding Xxtwithstanding the foregoing, the Company, Company or any Subsidiary Guarantor or any JV Subsidiary Guarantor may, with prior written notice to the Trustee, terminate the appointment of Law Debenture National Corporate Services Inc. Research, Ltd. and appoint another agent for the above purposes so that the Company, the Subsidiary Guarantors and JV the Subsidiary Guarantors shall at all times have an agent for the above purposes in the City of New York. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby agree to take any and all action as may be necessary to maintain the designation and appointment of an agent in full force and effect until the Final Maturity Date (or earlier, if the Notes are prepaid in full). (d) The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable 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 Indenture or any Note or Note, any Subsidiary Guarantee, Guarantee or any JV Subsidiary Guarantee, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of This Indenture and the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees and this Indenture Notes shall be governed by, and construed in accordance with, with and governed by the laws of the State of New York; provided, however, that all matters relating to the due authorization of the execution, issuance and delivery from time to time of Notes by the Company, the approval thereof by the CNV for their offering to the public in Argentina and matters relating to the legal requirements necessary in order for the Notes to qualify as “Obligaciones Negociables” under Argentine law shall be governed by the Negotiable Obligations Law, as amended, and other applicable Argentine laws and regulations. (b) The Company and each agrees that any suit, action or proceeding against it or its properties, assets or revenues with respect to this Indenture or any Note (a “Related Proceeding”) may be brought in the Supreme Court of the Subsidiary Guarantors State of New York, County of New York, in the United States District Court for the Southern District of New York or in the JV Subsidiary Guarantors courts of Argentina that sit in Buenos Aires (each, a “Specified Court”). The Company hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of each such court for the purpose of any United States federal Related Proceeding. The Company irrevocably waives, to the fullest extent it may effectively do so, any objection to the laying of venue of any Related Proceeding in any Specified Court and the defense of an inconvenient forum to the maintenance of any Related Proceeding in any Specified Court. (c) The Company agrees that service of all writs, claims, process and summonses in any Related Proceeding or New York state court sitting in the Borough of Manhattan, The City of New York (the “New York Court”) in any suit, action or proceeding arising out to enforce or execute any judgment obtained in a Related Proceeding (a “Related Judgment”) brought against it in the State of New York may be made upon CT Corporation System, Inc., presently located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Process Agent”), and the Company irrevocably appoints the Process Agent as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service of any and all such writs, claims, process and summonses, and agrees that the failure of a Process Agent to give any notice to it of any such service of process shall not impair or relating to this Indenture, affect the validity of such service or of any Note, any Subsidiary Guarantee, any JV Subsidiary Guarantee or any transaction contemplated hereby or therebyjudgment based thereon. The Company and each of agrees to maintain at all times an agent with an office in New York to act as its Process Agent. Nothing herein shall in any way be deemed to limit the Subsidiary Guarantors or the JV Subsidiary Guarantors irrevocably and unconditionally waives, ability to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the venue of serve any such suitwrits, action claims, process or proceeding brought summonses in any such New York Court and any claim that any such suit, action or proceeding brought in any such New York Court has been brought in an inconvenient forum. To the extent that the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor, as the case may be, has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company, such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, irrevocably waives such immunity in respect of its obligations hereunder or under any Note, any Subsidiary Guarantee or any JV Subsidiary Guarantee, as applicable. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors agree that final judgment in any such suit, action or proceeding, brought in such a court shall be conclusive and binding upon the Company, the Subsidiary Guarantor or the JV Subsidiary Guarantors, as the case may be, and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, is subject by a suit upon such judgment or in any manner provided by law, provided that service of process is effected upon the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, in the manner specified in the following subsection or as otherwise permitted by applicable law. (cd) As long as To the extent that the Company or any of its revenues, assets or properties shall be entitled, with respect to any Related Proceeding at any time brought against the Notes remain outstandingCompany or any of its revenues, assets or properties in any jurisdiction in which any Specified Court is located or with respect to any suit, action or proceeding at any time brought solely for the purpose of enforcing or executing any Related Judgment in any jurisdiction in which any Specified Court is located, to any sovereign or other immunity from suit, from the jurisdiction of any such court, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or from any other legal or judicial process or remedy, and to the extent that in any such jurisdiction there shall be attributed such an immunity, the Company irrevocably agrees not to claim and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture, any Note, any or Subsidiary Guarantee or any JV Subsidiary Guarantee. Service of process upon irrevocably waives such agent and written notice of such service mailed or delivered to the Company, any Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, shall immunity to the fullest extent permitted by applicable law be deemed in every respect effective service the laws of process upon such jurisdiction (including, without limitation, the Company, such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, in any such legal action or proceeding. Each Foreign Sovereign Immunities Act of 1976 of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby appoints Law Debenture Corporate Services 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 office of such agent at 400 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, XXX. Notwithstanding the foregoing, the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor may, with prior written notice to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. and appoint another agent for the above purposes so that the Company, the Subsidiary Guarantors and JV the Subsidiary Guarantors shall at all times have an agent for the above purposes in the City of New York. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby agree to take any and all action as may be necessary to maintain the designation and appointment of an agent in full force and effect until the Final Maturity Date (or earlier, if the Notes are prepaid in fullUnited States). (d) The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable 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 Indenture or any Note or any Subsidiary Guarantee, or any JV Subsidiary Guarantee, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees and this This Indenture shall be governed by, and construed in accordance with, with and governed by the laws of the State of New York, without regard to its conflicts of laws doctrine; provided, however, that all matters relating to the due authorization, execution, issuance and delivery of the Notes by the Issuer, the approval thereof by the CNV for their offering to the public in Argentina and matters relating to the legal requirements necessary in order for the Notes to qualify as "negotiable obligations'' under Argentine law shall be governed by the Negotiable Obligations Law, as amended, and other applicable Argentine laws and regulations, and provided further that each Series may be governed by the laws of the jurisdiction on which such Series are placed, if this is required for the placement of such Series in accordance with the relevant indenture supplemental hereto. (b) The Company and each Issuer agrees that any suit, action or proceeding against it or its properties, assets or revenues with respect to this Indenture or any Note (a "Related Proceeding") may be brought in the Supreme Court of the Subsidiary Guarantors State of New York, County of New York, in the United States District Court for the Southern District of New York or in the courts of Argentina that sit in Buenos Aires or the JV Subsidiary Guarantors courts of the jurisdiction on which such Series are placed if this is required for the placement of such Series in accordance with the relevant indenture supplemental hereto (each, a "Specified Court"). The Issuer hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of each such court for the purpose of any United States federal Related Proceeding. The Issuer irrevocably waives, to the fullest extent it may effectively do so, any objection to the laying of venue of any Related Proceeding in any Specified Court and the defense of an inconvenient forum to the maintenance of any Related Proceeding in any Specified Court. (c) The Issuer agrees that service of all writs, claims, process and summonses in any Related Proceeding or New York state court sitting in the Borough of Manhattan, The City of New York (the “New York Court”) in any suit, action or proceeding arising out to enforce or execute any judgment obtained in a Related Proceeding (a "Related Judgment") brought against it in the State of or relating New York may be made upon CT Corporation System, Inc., presently located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Process Agent") and the Issuer irrevocably appoints the Process Agent as its agent and true and lawful attorney-in-fact in its name, place and stead to this Indentureaccept such service of any and all such writs, claims, process and summonses, and agrees that the failure of a Process Agent to give any Note, any Subsidiary Guarantee, any JV Subsidiary Guarantee or any transaction contemplated hereby or thereby. The Company and each of the Subsidiary Guarantors or the JV Subsidiary Guarantors irrevocably and unconditionally waives, notice to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the venue of any such suit, action or proceeding brought in any such New York Court and any claim that any such suit, action or proceeding brought in any such New York Court has been brought in an inconvenient forum. To the extent that the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor, as the case may be, has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company, such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, irrevocably waives such immunity in respect of its obligations hereunder or under any Note, any Subsidiary Guarantee or any JV Subsidiary Guarantee, as applicable. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors agree that final judgment in any such suit, action or proceeding, brought in such a court shall be conclusive and binding upon the Company, the Subsidiary Guarantor or the JV Subsidiary Guarantors, as the case may be, and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, is subject by a suit upon such judgment or in any manner provided by law, provided that service of process is effected upon shall not impair or affect the Company validity of such service or of any of judgment based thereon. The Issuer agrees to maintain at all times an agent with an office in New York to act as its Process Agent. Nothing herein shall in any way be deemed to limit the Subsidiary Guarantors ability to serve any such writs, process or the JV Subsidiary Guarantors, as the case may be, summonses in the any other manner specified in the following subsection or as otherwise permitted by applicable law. (cd) As long as To the extent that the Issuer or any of its revenues, assets or properties shall be entitled, with respect to any Related Proceeding at any time brought against the Notes remain outstandingIssuer or any of its revenues, the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors will at all times have an authorized agent in the City of New York, upon whom process may be served assets or properties in any legal jurisdiction in which any Specified Court is located, or with respect to any, suit, action or proceeding arising out at any time brought solely for the purpose of enforcing or relating executing any Related Judgment in any jurisdiction in which any Specified Court is located, to this Indentureany sovereign or other immunity from suit, from the jurisdiction of any Notesuch court, from attachment prior to judgment, from attachment in aid of execution of judgment from execution of a judgment or from any other legal or Subsidiary Guarantee judicial process or any JV Subsidiary Guarantee. Service of process upon such agent remedy, and written notice of such service mailed or delivered to the Companyextent that in any such jurisdiction there shall be attributed such an immunity, any Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, shall Issuer irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by applicable law be deemed in every respect effective service the laws of process upon such jurisdiction (including, without limitation, the Company, such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, in any such legal action or proceeding. Each Foreign Sovereign Immunities Act of 1976 of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby appoints Law Debenture Corporate Services 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 office of such agent at 400 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, XXX. Notwithstanding the foregoing, the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor may, with prior written notice to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. and appoint another agent for the above purposes so that the Company, the Subsidiary Guarantors and JV the Subsidiary Guarantors shall at all times have an agent for the above purposes in the City of New York. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby agree to take any and all action as may be necessary to maintain the designation and appointment of an agent in full force and effect until the Final Maturity Date (or earlier, if the Notes are prepaid in fullUnited States). (d) The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable 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 Indenture or any Note or any Subsidiary Guarantee, or any JV Subsidiary Guarantee, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees and this Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. (b) The Company and each of the Subsidiary Guarantors or the JV Subsidiary Guarantors hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any New York state or United States federal or New York state court sitting located in the Borough of Manhattan, The City of New York (the “York, New York Court”) York, in connection with any suit, action or proceeding arising out of or relating to this Indenture, any Note, Note or any Subsidiary Guarantee, any JV Subsidiary Guarantee or any transaction contemplated hereby or thereby. The Company and each of the Subsidiary Guarantors or the JV Subsidiary Guarantors irrevocably and unconditionally waiveswaive, to the fullest extent permitted by applicable 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 any such New York Court a court and any claim that any such suit, action or proceeding brought in any such New York Court a court has been brought in an inconvenient forum. To the extent that the Company, any Subsidiary Guarantor Company or any JV Subsidiary Guarantor, as the case may be, has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company, such Subsidiary Guarantor Company or such JV Subsidiary Guarantor, as the case may be, irrevocably waives such immunity in respect of its obligations hereunder or under any Note, any Subsidiary Guarantee Note or any JV Subsidiary Guarantee, as applicable. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors agree that final judgment in any such suit, action or proceeding, brought in such a court shall be conclusive and binding upon the Company, Company or the Subsidiary Guarantor or the JV Subsidiary GuarantorsGuarantor, as the case may be, and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, is subject by a suit upon such judgment or in any manner provided by law, provided that service of process is effected upon the Company or any of the Subsidiary Guarantors or the JV Subsidiary Guarantors, as the case may be, in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any of the Notes remain outstanding, the Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors will shall at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture, any Note, any or Subsidiary Guarantee Note or any JV Subsidiary Guarantee. Service of process upon such agent and written notice of such service mailed or delivered to the Company, Company or any Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company, such Subsidiary Guarantor Company or such JV Subsidiary Guarantor, as the case may be, in any such legal action or proceeding. Each The Company and each of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby appoints Law Debenture Corporate Services Inc., 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 office of such agent at 400 Xxxxxxx 000 0xx Xxxxxx, 0xx XxxxxXxxxx 000, Xxx Xxxx, XX Xxx Xxxx 00000, XXXas its authorized agent in the Borough of Manhattan in The City of New York. Notwithstanding the foregoing, the Company, any Subsidiary Guarantor Company or any JV Subsidiary Guarantor may, with prior written notice to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. and appoint another agent for the above purposes so that the Company, the Subsidiary Guarantors Company and JV the Subsidiary Guarantors shall at all times have an agent for the above purposes in the City of New York. The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby agree to take any and all action as may be necessary to maintain the designation and appointment of an agent in full force and effect until the Final Maturity Date (or earlier, if the Notes are prepaid in full). (d) The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable 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 Indenture or any Note or any Subsidiary Guarantee, or any JV Subsidiary Guarantee, the posting of any bond or the furnishing, directly or indirectly, of any other security.