Common use of Governing Law; Jurisdiction; Service of Process Clause in Contracts

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any principles of conflicts of laws that would result in the application of the laws of any other jurisdiction. Each of the Company and the Guarantor hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby. The Company has appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as its Authorized Agent (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xxxxxxx may be served in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby that may be instituted in any federal or state court in the Borough of Manhattan in The City of New York by any Initial Purchaser or any other Holder or by any Person who controls any Initial Purchaser or any other Holder, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address referred to in Section 10(c), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. If for any reason CT Corporation System shall cease to be available to act as such authorized agent for the Company, the Company agrees to designate a new agent in the State of New York on the terms and for the purpose of this Section 10(i) reasonably satisfactory to J.P. Morgan Securities Inc. Each of the Company and the Guaraxxxx xxxxvocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may have to laying of venue in respect of any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby to which it is a party brought in any federal or state court located in the State of New York and hereby agrees not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient forum. Each of the Company and the Guarantor also waives, to the fullest extent permitted by law, all right to trial by jury in any claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by and construed in accordance with the laws of the State of New YorkYork without giving effect, without regard to the extent permitted by applicable law, to any conflict of law principles of conflicts of laws that would result in the application of the laws of any other jurisdictionlaw. Each party hereto agrees that all legal suits, actions or proceedings concerning the interpretations, enforcement and defense of the Company transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) may be commenced in the state and federal courts sitting in the Guarantor City of New York, Borough of Manhattan. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal and state courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in The City of New York connection herewith or with any transaction contemplated hereby or discussed herein, and, to the extent permitted by applicable law, hereby irrevocably waives, and agrees not to assert in any suit suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding arising out is improper or is an inconvenient venue for such suit, action or proceeding. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or relating proceeding by mailing a copy thereof via registered or certified mail or overnight air courier service (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. Notwithstanding the foregoing, the Company consents to process being served by or the transactions contemplated thereby. The Company has appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as its Authorized Agent (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xxxxxxx may be served on behalf of any Holder in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby that may be instituted in any federal or state court in the Borough of Manhattan in The City of New York by any Initial Purchaser or any other Holder or by any Person who controls any Initial Purchaser or any other Holder, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address nature referred to in this Section 10(c8(e) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 8(a), to Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, XX 00000 for the purpose of accepting service of any process in the United States on behalf of the Company. The Company hereby agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon the Company it in any such suit suit, action or proceeding. The Company further agrees to take any proceeding and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. If for any reason CT Corporation System shall cease to be available to act as such authorized agent for the Company, the Company agrees to designate a new agent in the State of New York on the terms and for the purpose of this Section 10(i(ii) reasonably satisfactory to J.P. Morgan Securities Inc. Each of the Company and the Guaraxxxx xxxxvocably and unconditionally waivesshall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any objection that it may have to laying of venue in respect of any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby to which it is a party brought in any federal or state court located in the State of New York and hereby agrees not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient forum. Each of the Company and the Guarantor also waives, to the fullest extent permitted by law, all right to trial by jury in any claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreementreputable commercial delivery service.

Governing Law; Jurisdiction; Service of Process. (a) This Agreement Security shall be governed by and construed under the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state, except that the authorization and execution by the Company of the Securities and paragraph 7(a) shall be governed by and construed in accordance with Spanish law. The Regulations of each Syndicate and the laws duties of and all other matters relating to the State of New YorkCommissioner shall be governed by and construed in accordance with Spanish law. (b) In the Indenture, without regard to any principles of conflicts of laws that would result in the application of the laws of any other jurisdiction. Each each of the Company and the Guarantor hereby submits has irrevocably submitted to the non-exclusive nonexclusive jurisdiction of the any U.S. federal and or state courts court in the Borough of Manhattan in Manhattan, The City of New York, New York over any suit or proceeding arising out of or relating to the Indenture, any Security or the Guarantee. In addition, each of the Company and the Guarantor has irrevocably waived, to the extent it may effectively do so, any objection which it may have now or hereafter to the laying of the venue of any such suit or proceeding brought in such courts. Notwithstanding the foregoing, any suit or proceeding arising out of or relating to the Guarantee may also be brought in the courts of Madrid, Spain. (c) As long as any of the Securities remains outstanding, each of the Company and the Guarantor will at all times have an authorized agent in New York City upon which process may be served in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby. The Company has appointed CT Corporation SystemIndenture, 111 Eighth Avenue, New York, New York 10011 as its Authorized Agent (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xxxxxxx may be served in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby that may be instituted in any federal or state court in the Borough of Manhattan in The City of New York by any Initial Purchaser Guarantee or any other Holder or by any Person who controls any Initial Purchaser or any other Holder, and agrees that service Security. Service of process upon such agent, agent and written notice of said such service mailed or delivered to the Company by or the person serving the same Guarantor shall to the address referred to in Section 10(c), shall extent permitted by law be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such suit legal action or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. If for any reason CT Corporation System shall cease to be available to act as such authorized agent for the Company, the Company agrees to designate a new agent in the State of New York on the terms and for the purpose of this Section 10(i) reasonably satisfactory to J.P. Morgan Securities Inc. Each of the Company and the Guaraxxxx xxxxvocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may have to laying of venue in respect of any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby to which it is a party brought in any federal or state court located in the State of New York and hereby agrees not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient forum. Each of the Company and the Guarantor also waiveshas appointed Banco Bilbao Vizcaya Argentaria, to the fullest extent permitted by lawS.A., all right to trial by jury New York Branch as its agent for such purpose, and has covenanted and agreed that service of process in any claim suit or counterclaim proceeding may be made upon it at the office of such agent at Banco Bilbao Vizcaya Argentaria, S.A., 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, X.X.X., (whether based upon contract, tort or otherwise) at such other address or at the office of such other authorized agent as the Company or the Guarantor may designate in any way arising out accordance with Section 1.16 of or relating to this Agreementthe Indenture).

Governing Law; Jurisdiction; Service of Process. (a) This Agreement Security shall be governed by and construed under the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state, except that the authorization and execution by the Company of the Securities and paragraph 7(a) shall be governed by and construed in accordance with Spanish law. The Regulations of each Syndicate and the laws duties of and all other matters relating to the State of New YorkCommissioner shall be governed by and construed in accordance with Spanish law. (b) In the Indenture, without regard to any principles of conflicts of laws that would result in the application of the laws of any other jurisdiction. Each each of the Company and the Guarantor hereby submits has irrevocably submitted to the non-exclusive nonexclusive jurisdiction of the any U.S. federal and or state courts court in the Borough of Manhattan in Manhattan, The City of New York, New York over any suit or proceeding arising out of or relating to the Indenture, any Security or the Guarantee. In addition, each of the Company and the Guarantor has irrevocably waived, to the extent it may effectively do so, any objection which it may have now or hereafter to the laying of the venue of any such suit or proceeding brought in such courts. Notwithstanding the foregoing, any suit or proceeding arising out of or relating to the Guarantee may also be brought in the courts of Madrid, Spain. (c) As long as any of the Securities remains outstanding, each of the Company and the Guarantor will at all times have an authorized agent in New York City upon which process may be served in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby. The Company has appointed CT Corporation SystemIndenture, 111 Eighth Avenue, New York, New York 10011 as its Authorized Agent (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xxxxxxx may be served in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby that may be instituted in any federal or state court in the Borough of Manhattan in The City of New York by any Initial Purchaser Guarantee or any other Holder or by any Person who controls any Initial Purchaser or any other Holder, and agrees that service Security. Service of process upon such agent, agent and written notice of said such service mailed or delivered to the Company by or the person serving the same Guarantor shall to the address referred to in Section 10(c), shall extent permitted by law be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such suit legal action or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. If for any reason CT Corporation System shall cease to be available to act as such authorized agent for the Company, the Company agrees to designate a new agent in the State of New York on the terms and for the purpose of this Section 10(i) reasonably satisfactory to J.P. Morgan Securities Inc. Each of the Company and the Guaraxxxx xxxxvocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may have to laying of venue in respect of any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby to which it is a party brought in any federal or state court located in the State of New York and hereby agrees not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient forum. Each of the Company and the Guarantor also waiveshas appointed Banco Bilbao Vizcaya Argentaria, to the fullest extent permitted by lawS.A., all right to trial by jury New York Branch as its agent for such purpose, and has covenanted and agreed that service of process in any claim suit or counterclaim proceeding may be made upon it at the office of such agent at Banco Bilbao Vizcaya Argentaria, S.A., 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, X.X.X. (whether based upon contract, tort or otherwise) at such other address or at the office of such other authorized agent as the Company or the Guarantor may designate in any way arising out accordance with Section 1.16 of or relating to this Agreementthe Indenture).

Governing Law; Jurisdiction; Service of Process. 8.1. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkYork (including XXXXX Xxxxxxxx0-0000 and 5-1402). (A) WS Acquisition and the Company each hereby irrevocably and unconditionally submits, without regard for itself and its property, to any principles of conflicts of laws that would result in the application of the laws nonexclusive jurisdiction of any other jurisdiction. Each of the Company and the Guarantor hereby submits to the non-exclusive jurisdiction of the federal and state courts Federal or State court located in the Borough of Manhattan in The Manhattan, the City of New York York, in any suit action or proceeding arising out of or relating to this Agreement or any other related document to which it is a party, or for recognition or enforcement of any judgment, and each of the transactions contemplated thereby. The Company has appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as its Authorized Agent (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xxxxxxx parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be served heard and determined in such courts. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (B) Nothing in this Agreement shall affect any right that the Caisse may otherwise have to bring any action or proceeding relating to this Agreement against WS Acquisition or the Company or their respective properties in the courts of any other jurisdiction. 8.3. Each of WS Acquisition and the Company irrevocably consents to the service of any and all process in any suit, action or proceeding referred to in Section 8.2(A) by mailing of copies of such process to it at its address provided opposite its name on the signature pages hereto. All mailings under this Section shall be by certified mail, return receipt requested. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 8.4. Each of WS Acquisition and 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 Agreement or the transactions contemplated thereby that may be instituted in any federal or state court in the Borough of Manhattan in The City of New York by any Initial Purchaser or any other Holder or by any Person who controls any Initial Purchaser or any other Holder, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address referred to in Section 10(c8.2(A), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. If for any reason CT Corporation System shall cease to be available to act as such authorized agent for the Company, the Company agrees to designate a new agent in the State of New York on the terms and for the purpose of this Section 10(i) reasonably satisfactory to J.P. Morgan Securities Inc. Each of the Company and the Guaraxxxx xxxxvocably and unconditionally parties hereto hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may have the defense of an inconvenient forum to laying the maintenance of venue in respect of any action, suit such action or proceeding arising out of or referred to in connection with this Agreement or the transactions contemplated hereby to which it is a party brought in any federal or state court located in the State of New York and hereby agrees not to plead or claim Section 8.2(A) in any such court that any such action, suit or proceeding has been brought in an inconvenient forum. Each of the Company and the Guarantor also waives, to the fullest extent permitted by law, all right to trial by jury in any claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreementcourt.

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by (a) THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF. (b) Each of the parties hereto hereby irrevocably and construed in accordance with unconditionally submits, for itself and its property, to the laws nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York, without regard to and any principles of conflicts of laws that would result in the application of the laws of any other jurisdiction. Each of the Company and the Guarantor hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York relevant appellate court, in any suit action or proceeding arising out of or relating to any Transaction Document, or for recognition or enforcement of any judgment, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in New York State court or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Purchaser may otherwise have to bring any action or proceeding relating to any Transaction Document against the Issuer or the transactions contemplated thereby. The Company has appointed CT Corporation SystemGuarantor or its properties in the courts of any jurisdiction. (c) Each party hereto irrevocably and unconditionally waives, 111 Eighth Avenueto the fullest extent it may legally and effectively do so, New York, New York 10011 as its Authorized Agent (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xxxxxxx any objection that it may be served in now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby that may be instituted any Transaction Document in any federal or state court in the Borough of Manhattan in The City of New York by any Initial Purchaser or any other Holder or by any Person who controls any Initial Purchaser or any other Holder, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address referred to in Section 10(c), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date subsection (b) of this AgreementSection. If for any reason CT Corporation System shall cease to be available to act as such authorized agent for the Company, the Company agrees to designate a new agent in the State of New York on the terms and for the purpose of this Section 10(i) reasonably satisfactory to J.P. Morgan Securities Inc. Each of the Company and the Guaraxxxx xxxxvocably and unconditionally party hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may have the defense of an inconvenient forum to laying of venue in respect the maintenance of any actionsuch suit, suit action or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby to which it is a party brought in any federal or state court located in the State of New York and hereby agrees not to plead or claim in any such court that court. (d) Each party hereto irrevocably consents to service of process in the manner provided in Section 19. Nothing in any such action, suit or proceeding has been brought Transaction Document will affect the right of any party hereto to serve process in an inconvenient forum. Each of the Company and the Guarantor also waives, to the fullest extent any other manner permitted by law, all right to trial by jury in any claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.

Governing Law; Jurisdiction; Service of Process. This Agreement shall THIS INDENTURE AND EACH NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be governed by and construed brought in accordance with the laws courts of the State of New York, without regard to any principles York or the courts of conflicts of laws that would result the United States located in the application Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the laws of any other jurisdiction. Each of the Company Notes have been paid, hereby irrevocably consents and the Guarantor hereby submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the federal and state fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture or the Notes brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan in The City of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated therebybrought in any such court has been brought in an inconvenient forum. The Company has designated and appointed CT Corporation SystemXxxxxx, 111 Eighth AvenueXxxxxx & Xxxxxxxx (New York) LLP, New York, New York 10011 as its Authorized Agent (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xxxxxxx authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Agreement Indenture or the transactions contemplated thereby that Notes which may be instituted in any federal or state court in the Borough of Manhattan in Manhattan, The City of New York by any Initial Purchaser or any other Holder or by any Person who controls any Initial Purchaser or any other HolderYork, New York, and agrees that service of process upon such agent, and written notice of said service to the Company by the person Person serving the same to the address referred to in Section 10(c)same, shall be deemed in every respect effective service of process upon the Company in any such suit suit, action or proceedingproceeding and further designates its domicile, the domicile of New York, New York specified above and any domicile it may have in the future as its domicile to receive any notice hereunder (including service of process). If for any reason Xxxxxx, Xxxxxx & Xxxxxxxx (New York) LLP, New York, New York (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee, and provide written notice of such appointment to the Trustee in the manner provided herein. The Company further agrees to take any and all action actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. If for as long as any reason CT Corporation System shall cease to be available to act as such authorized agent for the Company, the Company agrees to designate a new agent in the State of New York on the terms and for the purpose of this Section 10(i) reasonably satisfactory to J.P. Morgan Securities Inc. Each of the Company and the Guaraxxxx xxxxvocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may have to laying of venue in respect of any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby to which it is a party brought in any federal or state court located in the State of New York and hereby agrees not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient forum. Each of the Company and the Guarantor also waives, to the fullest extent permitted by law, all right to trial by jury in any claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this AgreementNotes are outstanding.

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by by, and construed in accordance with with, the internal laws of the State of New York (including without limitation section 5-1401 of the General Obligations law of the State of New York), without regard to any principles of conflicts of laws that would result in the application principles. Magna, on behalf of the laws of any other jurisdiction. Each of the Company all Beneficiaries, and the Guarantor Equity Obligor hereby submits agree and consent to the non-exclusive jurisdiction of, and service of process and venue in, the federal and state courts in United States District Court for the Borough of Manhattan in The City Southern District of New York in any suit or proceeding arising out and the courts of or relating to this Agreement or the transactions contemplated thereby. The Company has appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as its Authorized Agent (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xxxxxxx may be served in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby that may be instituted in any federal or state court in the Borough of Manhattan in The City of New York by any Initial Purchaser or any other Holder or by any Person who controls any Initial Purchaser or any other Holder, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address referred to in Section 10(c), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. If for any reason CT Corporation System shall cease to be available to act as such authorized agent for the Company, the Company agrees to designate a new agent in the State of New York on located in the terms County of New York, State of New York and waive any objection with respect thereto, for the purpose of this Section 10(i) reasonably satisfactory to J.P. Morgan Securities Inc. Each of the Company and the Guaraxxxx xxxxvocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may have to laying of venue in respect of any action, suit or proceeding arising out of or in connection with relating to this Agreement or the transactions contemplated hereby to which it is a party brought Agreement. The parties hereto agree that service of all process in any federal or state court located in the State of New York and hereby agrees not to plead or claim such proceeding in any such court that may be made by registered or certified mail, return receipt requested, to any party hereto at its address set forth below, such service being acknowledged by the parties hereto to be sufficient for personal jurisdiction in any action in any such actioncourt and to be otherwise effective and binding service in every respect. (i) if to Magna: Magna Entertainment Corp. 000 Xxxxx Xxxxx Xxxxxx, suit or proceeding has been brought Xxxxxxx X0X 0X0, Xxxxxx Facsimile: 000-000-0000 Attn: General Counsel with a copy to: Magna Entertainment Corp. 000 Xxxx Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxx 00000 Facsimile: 000-000-0000 Attn: Chief US Counsel (ii) if to Equity Obligor: OCM AcquisitionCo, LLC c/o Oaktree Capital Management 000 X. Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000 Facsimile: 000-000-0000 Attn: Xxxxxxx Xxxxxx with a copy to: Xxxxxx, Xxxxxx & Xxxxx, LLP 000 X. Xxxxx Xxxxxx Xxx Xxxxxxx, XX 00000-0000 Facsimile: 000-000-0000 Attn: Xxxxxx Xxxxxxx-Xxxxx, Esq. Nothing herein shall affect the right to serve process in an inconvenient forum. Each of the Company and the Guarantor also waives, to the fullest extent any other manner permitted by law, all right to trial by jury in any claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.

Governing Law; Jurisdiction; Service of Process. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, but without regard giving effect to any applicable principles of conflicts of laws law to the extent that would result in the application of the laws of any other jurisdiction. another jurisdiction would be required thereby. (b) Each of the Company Parent and the Guarantor Issuer hereby submits irrevocably and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the federal and state courts any New York State court or U.S. Federal court sitting in the Borough of Manhattan in The City of New York York, and any appellate court from any thereof, in any suit action or proceeding arising out of or relating to this Agreement Agreement, or the transactions contemplated thereby. The Company has appointed CT Corporation Systemfor recognition or enforcement of any judgment, 111 Eighth Avenue, New York, and each of Parent and Issuer hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York 10011 State court or, to the extent permitted by law, in such U.S. Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Parent has irrevocably appointed Dexia Credit Local New York Branch as its authorized agent (the “Authorized Agent (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xxxxxxx Agent”), upon whom service of process may be served in any suit, action or proceeding arising out of or relating to based upon this Agreement or the transactions contemplated thereby that may be instituted in any federal or state court in such court. Parent hereby represents and warrants that the Borough Authorized Agent has accepted such appointment and has agreed to act as said agent for service of Manhattan in The City of New York by any Initial Purchaser or any other Holder or by any Person who controls any Initial Purchaser or any other Holderprocess, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address referred to in Section 10(c), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further Parent agrees to take any and all action as action, including the filing of any and all documents that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period as aforesaid. Service of ten years from process upon the date Authorized Agent shall be deemed, in every respect, effective service of process upon Parent. Nothing in this AgreementAgreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. If for any reason CT Corporation System the Authorized Agent is unable to serve in such capacity, Parent shall cease to be available to act as such authorized appoint another agent for the Company, the Company agrees to designate a new agent in the State of New York on the terms and for the purpose of this Section 10(i) reasonably satisfactory to J.P. Morgan Securities Inc. the Trustee. (d) Each of the Company Parent and the Guaraxxxx xxxxvocably Issuer irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may have to laying of venue in respect of any actionsuit, suit action or proceeding arising out of or that may be brought in connection with this Agreement in such courts whether on grounds of venue, residence or domicile or on the transactions contemplated hereby to which it is a party brought in any federal or state court located in the State of New York and hereby agrees not to plead or claim in any such court ground that any such actionsuit, suit action or proceeding has been brought in an inconvenient forum. Each of the Company Parent and the Guarantor also Issuer hereby irrevocably waives, to the fullest extent permitted by law, all right the defense of an inconvenient forum to trial by jury the maintenance of such action or proceeding in any claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreementsuch court.

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by and construed in accordance with the laws of the State of New York(a) THIS AGREEMENT SHALL BE GOVERNED BY, without regard to any principles of conflicts of laws AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE. (b) Each party hereto agrees that would result in the application of the laws of any other jurisdiction. Each of the Company and the Guarantor hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby. The Company has appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as its Authorized Agent (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xxxxxxx may be served in any suit, action or proceeding arising out for the enforcement of this Agreement or relating any other Loan Document may be brought in the courts of the Commonwealth of Virginia sitting in the County of Henrico or in any federal court sitting in such County and consents to the jurisdiction of such courts. Each party to this Agreement hereby waives any objection which it may now or the transactions contemplated thereby that may be instituted in any federal or state court in the Borough of Manhattan in The City of New York by any Initial Purchaser or any other Holder or by any Person who controls any Initial Purchaser or any other Holder, and agrees that service of process upon such agent, and written notice of said service hereafter have to the Company by the person serving the same to the address referred to in Section 10(c), shall be deemed in every respect effective service venue of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all suit, action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. If for any reason CT Corporation System shall cease to be available to act as such authorized agent for the Company, the Company agrees to designate a new agent in the State of New York on the terms and for the purpose of this Section 10(i) reasonably satisfactory to J.P. Morgan Securities Inc. Each of the Company and the Guaraxxxx xxxxvocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may have to laying of venue in respect of any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby to which it is a party brought in any federal or state court located in the State of New York and hereby agrees not to plead or claim in any such court or that any such actionsuit, suit action or proceeding has been is brought in an inconvenient forumforum and agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit, action or proceeding on the judgment or in any other manner provided by law. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY AGENT, THE ABL TERM LOAN AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION (I) FOR PURPOSES OF ENFORCING A JUDGMENT, (II) IN CONNECTION WITH EXERCISING REMEDIES AGAINST THE COLLATERAL IN A JURISDICTION IN WHICH SUCH COLLATERAL IS LOCATED, (III) IN CONNECTION WITH ANY PENDING BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING IN SUCH JURISDICTION. (c) Each party hereto irrevocably consents to service of process in the Company and manner provided for notices in SECTION 9.01. Nothing in this Agreement will affect the Guarantor also waives, right of any party hereto to the fullest extent serve process in any other manner permitted by law, all right to trial by jury in any claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this AgreementApplicable Law.

Governing Law; Jurisdiction; Service of Process. This The Agreement shall be and the Quality Agreement are each governed by and construed in accordance with the laws of New York without reference to choice of law principles. Any legal action may be brought in any State or Federal court located in the County and State of New York. Each Party submits to the jurisdiction of the aforesaid courts. Each Party irrevocably consents to service of process in any such action by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Party at its address set forth in the Agreement (and in the case of Adaptimmune by internationally recognized courier). Adaptimmune further hereby irrevocably appoints and designates Adaptimmune LLC as its duly authorized agent for service of legal process and Adaptimmune agrees that service of such process upon Adaptimmune LLC shall constitute personal service of such process upon Adaptimmune (regardless of whether Adaptimmune LLC provides notice of such service of process to Adaptimmune) and that service of any summons and complaint and/or other process in any action may be made by registered or certified mail directed to Adaptimmune LLC on both Clients. Each Party further hereby irrevocably appoints and designates the Secretary of State of the State of New York, without regard to any principles York as such Party’s duly authorized agent for service of conflicts of laws that would result in the application of the laws of any other jurisdiction. Each of the Company legal process and the Guarantor hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby. The Company has appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as its Authorized Agent (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xxxxxxx may be served in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby that may be instituted in any federal or state court in the Borough of Manhattan in The City of New York by any Initial Purchaser or any other Holder or by any Person who controls any Initial Purchaser or any other Holder, and each Party agrees that service of such process upon the New York Secretary of State shall constitute personal service of such process upon such agent, and written Party (regardless of whether the Secretary of State provides notice of said service to the Company by the person serving the same to the address referred to in Section 10(c), shall be deemed in every respect effective such service of process upon the Company to such Party) and that service of any summons and complaint and/or other process in any action may be made by registered or certified mail directed to the New York Secretary of State, each Party hereby waiving personal service thereof. *** Service of legal process will be complete on the date such suit process is delivered to the Client (and in the case of Adaptimmune, upon Adaptimmune LLC as Adaptimmune’s agent authorized to receive such legal process) or proceedingNew York Secretary of State, as applicable. The Company further agrees foregoing, however, shall not limit PCT’s rights to take serve process in any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. If for any reason CT Corporation System shall cease to be available to act as such authorized agent for the Company, the Company agrees to designate a new agent in the State of New York on the terms and for the purpose of this Section 10(i) reasonably satisfactory to J.P. Morgan Securities Inc. Each of the Company and the Guaraxxxx xxxxvocably and unconditionally waives, to the fullest extent other manner permitted by law, . Each Party irrevocably waives (i) any objection that it may now or hereafter have to the laying of venue in respect of any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby to which it is a party brought in action and (ii) any federal or state court located in the State of claim that New York and hereby agrees is not to plead or claim in any such court that any a convenient forum for such action, suit or proceeding has been brought in an inconvenient forum. Each of the Company and the Guarantor also waives, to the fullest extent permitted by law, all right to trial by jury in any claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.

Governing Law; Jurisdiction; Service of Process. (a) This New York Reinsurance Agreement shall and any dispute, suit, action or proceeding arising under this New York Reinsurance Agreement, or any dispute, suit, action or proceeding related to or arising out of, directly, indirectly, or incidentally, this New York Reinsurance Agreement, or out of the transactions and actions arising from performance of this New York Reinsurance Agreement, will be governed by and construed in accordance with the substantive laws of the State of New York. (b) The Parties agree that any dispute, suit, action or proceeding under this New York Reinsurance Agreement, or any dispute, suit, action or proceeding related to or arising out of, directly, indirectly, or incidentally, this New York Reinsurance Agreement, or out of the transactions and actions arising from performance of this New York Reinsurance Agreement, will be subject to the jurisdiction, and resolved in the courts, of the State of New York (unless another jurisdiction within the United States is otherwise mutually agreed to by the Parties), and that Reinsurer submits to the personal jurisdiction of such court, will comply with the requirements necessary to give that court jurisdiction, will abide by the final decision of that court or of an appellate court in the event of an appeal, and will consent to any effort to enforce the final decision of the court in the home jurisdiction of Reinsurer, including the granting of full faith and credit or comity in the home jurisdiction of Reinsurer or any other jurisdiction where Reinsurer is subject to jurisdiction. (c) Reinsurer hereby appoints the Superintendent of Insurance of the State of New York, his successors in office, and any deputy superintendent, its true and lawful attorney, in and for the State of New York, upon whom all lawful process against Reinsurer may be served in any action or proceeding against Reinsurer, subject to and in accordance with all provisions of 21 the Insurance Law of the State of New York in force at the time of such service. This appointment shall be binding upon any successor acquiring the assets and assuming the liabilities of Reinsurer by merger or consolidation, and shall not be terminated so long as there are in effect any New York Insurance Policies or New York Insurance Liabilities reinsured hereunder. (d) Nothing set forth in this Section 10.7 shall override or supersede the agreement between New York Ceding Company and Reinsurer to submit any and all disputes to arbitration pursuant to Section 10.1, in accordance with the laws of the State of New York, without regard to any principles of conflicts of laws that would result in the application of the laws of any other jurisdiction. Each of the Company and the Guarantor hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby. The Company has appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as its Authorized Agent (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xxxxxxx may be served in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby that may be instituted in any federal or state court in the Borough of Manhattan in The City of New York by any Initial Purchaser or any other Holder or by any Person who controls any Initial Purchaser or any other Holder, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address referred to in Section 10(c), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. If for any reason CT Corporation System shall cease to be available to act as such authorized agent for the Company, the Company agrees to designate a new agent in the State of New York on the terms and for the purpose of this Section 10(i) reasonably satisfactory to J.P. Morgan Securities Inc. Each of the Company and the Guaraxxxx xxxxvocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may have to laying of venue in respect of any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby to which it is a party brought in any federal or state court located in the State of New York and hereby agrees not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient forum. Each of the Company and the Guarantor also waives, to the fullest extent permitted by law, all right to trial by jury in any claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.

Governing Law; Jurisdiction; Service of Process. (a) This Agreement Security shall be governed by and construed under the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state, except that the authorization and execution by the Company of the Securities and paragraph 7(a) shall be governed by and construed in accordance with Spanish law. The Regulations of each Syndicate and the laws duties of and all other matters relating to the State of New YorkCommissioner shall be governed by and construed in accordance with Spanish law. (b) In the Indenture, without regard to any principles of conflicts of laws that would result in the application of the laws of any other jurisdiction. Each each of the Company and the Guarantor hereby submits has irrevocably submitted to the non-exclusive jurisdiction of the any U.S. federal and or state courts court in the Borough of Manhattan in Manhattan, The City of New York, New York over any suit or proceeding arising out of or relating to the Indenture, any Security or the Guarantee. In addition, each of the Company and the Guarantor has irrevocably waived, to the extent it may effectively do so, any objection which it may have now or hereafter to the laying of the venue of any such suit or proceeding brought in such courts. Notwithstanding the foregoing, any suit or proceeding arising out of or relating to the Guarantee may also be brought in the courts of Madrid, Spain. (c) As long as any of the Securities remains outstanding, each of the Company and the Guarantor will at all times have an authorized agent in New York City upon which process may be served in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby. The Company has appointed CT Corporation SystemIndenture, 111 Eighth Avenue, New York, New York 10011 as its Authorized Agent (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xxxxxxx may be served in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby that may be instituted in any federal or state court in the Borough of Manhattan in The City of New York by any Initial Purchaser Guarantee or any other Holder or by any Person who controls any Initial Purchaser or any other Holder, and agrees that service Security. Service of process upon such agent, agent and written notice of said such service mailed or delivered to the Company by or the person serving the same Guarantor shall to the address referred to in Section 10(c), shall extent permitted by law be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such suit legal action or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. If for any reason CT Corporation System shall cease to be available to act as such authorized agent for the Company, the Company agrees to designate a new agent in the State of New York on the terms and for the purpose of this Section 10(i) reasonably satisfactory to J.P. Morgan Securities Inc. Each of the Company and the Guaraxxxx xxxxvocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may have to laying of venue in respect of any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby to which it is a party brought in any federal or state court located in the State of New York and hereby agrees not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient forum. Each of the Company and the Guarantor also waiveshas appointed Banco Bilbao Vizcaya Argentaria, to the fullest extent permitted by lawS.A., all right to trial by jury New York Branch as its agent for such purpose, and has covenanted and agreed that service of process in any claim suit or counterclaim proceeding may be made upon it at the office of such agent at Banco Bilbao Vizcaya Argentaria, S.A., 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, X.X.X. (whether based upon contract, tort or otherwise) at such other address or at the office of such other authorized agent as the Company or the Guarantor may designate in any way arising out accordance with Section 1.16 of or relating to this Agreementthe Indenture).

Governing Law; Jurisdiction; Service of Process. (a) This New York Reinsurance Agreement shall and any dispute, suit, action or proceeding arising under this New York Reinsurance Agreement, or any dispute, suit, action or proceeding related to or arising out of, directly, indirectly, or incidentally, this New York Reinsurance Agreement, or out of the transactions and actions arising from performance of this New York Reinsurance Agreement, will be governed by and construed in accordance with the substantive laws of the State of New York. (b) The Parties agree that any dispute, suit, action or proceeding under this New York Reinsurance Agreement, or any dispute, suit, action or proceeding related to or arising out of, directly, indirectly, or incidentally, this New York Reinsurance Agreement, or out of the transactions and actions arising from performance of this New York Reinsurance Agreement, will be subject to the jurisdiction, and resolved in the courts, of the State of New York (unless another jurisdiction within the United States is otherwise mutually agreed to by the Parties), and that Reinsurer submits to the personal jurisdiction of such court, will comply with the requirements necessary to give that court jurisdiction, will abide by the final decision of that court or of an appellate court in the event of an appeal, and will consent to any effort to enforce the final decision of the court in the home jurisdiction of Reinsurer, including the granting of full faith and credit or comity in the home jurisdiction of Reinsurer or any other jurisdiction where Reinsurer is subject to jurisdiction. (c) Reinsurer hereby appoints the Superintendent of Insurance of the State of New York, his successors in office, and any deputy superintendent, its true and lawful attorney, in and for the State of New York, upon whom all lawful process against Reinsurer may be served in any action or proceeding against Reinsurer, subject to and in accordance with all provisions of the Insurance Law of the State of New York in force at the time of such service. This appointment shall be binding upon any successor acquiring the assets and assuming the liabilities of Reinsurer by merger or consolidation, and shall not be terminated so long as there are in effect any New York Insurance Policies or New York Insurance Liabilities reinsured hereunder. (d) Nothing set forth in this Section 10.7 shall override or supersede the agreement between New York Ceding Company and Reinsurer to submit any and all disputes to arbitration pursuant to Section 10.1, in accordance with the laws of the State of New York, without regard to any principles of conflicts of laws that would result in the application of the laws of any other jurisdiction. Each of the Company and the Guarantor hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby. The Company has appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as its Authorized Agent (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xxxxxxx may be served in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby that may be instituted in any federal or state court in the Borough of Manhattan in The City of New York by any Initial Purchaser or any other Holder or by any Person who controls any Initial Purchaser or any other Holder, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address referred to in Section 10(c), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. If for any reason CT Corporation System shall cease to be available to act as such authorized agent for the Company, the Company agrees to designate a new agent in the State of New York on the terms and for the purpose of this Section 10(i) reasonably satisfactory to J.P. Morgan Securities Inc. Each of the Company and the Guaraxxxx xxxxvocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may have to laying of venue in respect of any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby to which it is a party brought in any federal or state court located in the State of New York and hereby agrees not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient forum. Each of the Company and the Guarantor also waives, to the fullest extent permitted by law, all right to trial by jury in any claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.