Common use of Submission to Jurisdiction; Agent for Service; Waiver of Immunities Clause in Contracts

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Each of the Trust and the Company irrevocably (i) agrees that any legal suit, action or proceeding against the Trust or the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Each of the Trust and the Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Each of the Trust and the Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company Trust or the Company, as applicable, shall be deemed, in every respect, effective service of process upon the Trust or the Company, as applicable. To the extent that the Trust or the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Each of the Company and the Guarantors irrevocably (i) agrees that any legal suit, action or proceeding against the Company or the Guarantors brought by any Underwriter Initial Purchaser or by any person who controls any Underwriter Initial Purchaser arising out of or based upon this Agreement or the transactions contemplated thereby hereby may be instituted in any United States federal court or New York State court located in the Borough of Manhattan in The City of New York (a "New York Court"), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts a New York Court in any such suit, action or proceeding. The Each of the Company and the Guarantors has appointed TransCanada PipeLine USA Ltd. CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), which appointment shall be irrevocable, as its authorized agent (the “"Authorized Agent”") upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby hereby which may be instituted in any New York Court by any Underwriter Initial Purchaser or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableInitial Purchaser. The Company represents and warrants the Guarantors, jointly and severally, represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Each of the Company and the Guarantors irrevocably (i) agrees that any legal suit, action or proceeding against any of the Company or the Guarantors brought by any Holder, Initial Purchaser or Underwriter or by any person who controls any Holder, Initial Purchaser or Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby hereby may be instituted in any United States federal court or New York State court located in the Borough of Manhattan in The City of New York (a "New York Court"), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts a New York Court in any such suit, action or proceeding. The Each of the Company and the Guarantors has appointed TransCanada PipeLine USA Ltd. CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), which appointment shall be irrevocable, as its authorized agent (the “"Authorized Agent”") upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby hereby which may be instituted in any New York Court by any Holder, Initial Purchaser or Underwriter or by any person who controls any Holder, Initial Purchaser or Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants the Guarantors, jointly and severally, represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 (k) shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any federal or state court in the State of New York, Borough of Manhattan (each such court, a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. will promptly appoint Enbridge (US) Inc., 0000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, Telephone: (000) 000-0000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableirrevocable and in full force and effect so long as any Securities are outstanding. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 14 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. CT Corporation System, New York, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 14 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Power Marketing Ltd. as its authorized agent (the “Authorized Agent”"AUTHORIZED AGENT") upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. CT Corporation System, New York, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 14 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The (a) Each of the Company irrevocably (i) and the Guarantor agrees that any legal suit, action or proceeding against the Company any of them brought by any Underwriter Holder or by any person who controls any Underwriter the Trustee arising out of or based upon this Agreement Indenture, the Notes or the transactions contemplated thereby Guarantee may be instituted in any state or Federal court in the Borough of Manhattan in The City of New York CourtYork, (ii) waivesNew York, to the fullest extent it may effectively do so, and each waives any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York proceeding, and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. (b) By the execution and delivery of this Indenture or any amendment or supplement hereto, each of the Company and the Guarantor (i) acknowledges that it hereby designates and appoints National Corporate Research, Ltd. (“NCR”) located at 10 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, the Notes, this Indenture or the Guarantee, that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that NCR has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon NCR shall be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (and the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, that instruments as may be necessary to continue such designation and appointment of NCR in full force and effect so long as aforesaid. Service of process upon this Indenture shall be in full force and effect; provided that the Authorized Agent Company and the Guarantor may and shall (to the extent NCR ceases to be able to be served on the basis contemplated herein), by written notice of such service to the Company shall be deemedTrustee, in every respect, effective designate such additional or alternative agents for service of process upon under this Section 11.07 that (i) maintains an office located in the CompanyBorough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company and the Guarantor or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.07. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the written request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and the Guarantor appointed and acting in accordance with this Section 11.07. (c) To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company and the Guarantor hereby irrevocably waives waive such immunity in respect of its their obligations under this Indenture, the above-referenced documentsNotes and the Guarantee, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) 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 such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. CT Corporation System, New York, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents . The Company submits to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocablein full force and effect so long as any of the Securities shall be outstanding. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process process, in any manner permitted by applicable law, upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 19 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York Court and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Power Marketing Ltd. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Each of the Company and Parent irrevocably (i) agrees that any legal suit, action or proceeding against the Company or Parent brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has and Parent have appointed TransCanada PipeLine USA Ltd. CT Corporation System, New York, New York, as its their authorized agent (the “Authorized Agent”) upon whom process may be served served, at 00 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX, in any such action arising out of or based on this Agreement or the transactions contemplated thereby hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents consent to the jurisdiction of any such court in respect of any such action, and waives waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants Parent represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company or Parent shall be deemed, in every respect, effective service of process upon the CompanyCompany or Parent, as the case may be. To the extent that either of the Company or Parent has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 16 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The (a) Each of the Company irrevocably (i) and the Guarantor agrees that any legal suit, action or proceeding against the Company any of them brought by any Underwriter Holder or by any person who controls any Underwriter the Trustee arising out of or based upon this Agreement Indenture, the Notes or the transactions contemplated thereby Guarantee may be instituted in any state or Federal court in the Borough of Manhattan in The City of New York CourtYork, (ii) waivesNew York, to the fullest extent it may effectively do so, and each waives any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York proceeding, and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. (b) By the execution and delivery of this Indenture or any amendment or supplement hereto, each of the Company and the Guarantor (i) acknowledges that it hereby designates and appoints National Corporate Research, Ltd. (“NCR”) located at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, the Notes, this Indenture or the Guarantee, that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that NCR has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon NCR shall be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (and the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, that instruments as may be necessary to continue such designation and appointment of NCR in full force and effect so long as aforesaid. Service of process upon this Indenture shall be in full force and effect; provided that the Authorized Agent Company and the Guarantor may and shall (to the extent NCR ceases to be able to be served on the basis contemplated herein), by written notice of such service to the Company shall be deemedTrustee, in every respect, effective designate such additional or alternative agents for service of process upon under this Section 11.07 that (i) maintains an office located in the CompanyBorough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company and the Guarantor or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.07. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the written request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and the Guarantor appointed and acting in accordance with this Section 11.07. (c) To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company and the Guarantor hereby irrevocably waives waive such immunity in respect of its their obligations under this Indenture, the above-referenced documentsNotes and the Guarantee, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. 10.7.1 The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company it brought by any Underwriter Noteholder or by any person who controls any Underwriter the Trustee arising out of or based upon this Agreement Indenture or the transactions contemplated thereby Notes may be instituted in any state or Federal court in the Borough of Manhattan in The City of New York CourtYork, (ii) waivesNew York, to the fullest extent it may effectively do so, and waive any objection which it each of them may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York proceeding, and (iii) submits irrevocably submit to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. 10.7.2 By the execution and delivery of this Indenture or any amendment or supplement hereto, the Company (i) acknowledges that it hereby designates and appoints National Corporate Research, Ltd., 000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, the Notes or this Indenture, that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that National Corporate Research, Ltd. has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon National Corporate Research, Ltd. shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that instruments as may be necessary to continue such designation and appointment of National Corporate Research, Ltd. in full force and effect so long as aforesaid. Service of process upon this Indenture shall be in full force and effect; provided that the Authorized Agent Company may and shall (to the extent National Corporate Research, Ltd. ceases to be able to be served on the basis contemplated herein), by written notice of such service to the Company shall be deemedTrustee, in every respect, effective designate such additional or alternative agents for service of process upon under this Section 10.7 that (i) maintains an office located in the CompanyBorough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 10.7. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Noteholder, the Trustee shall deliver such information to such Noteholder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company appointed and acting in accordance with this Section 10.7. 10.7.3 To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in respect of its their obligations under this Indenture and the above-referenced documentsNotes, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. (a) The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company any of them brought by any Underwriter Holder or by any person who controls any Underwriter the Trustee arising out of or based upon this Agreement Indenture, the Notes or the transactions contemplated thereby any Note Guarantee may be instituted in any state or Federal court in the Borough of Manhattan in The City of New York CourtYork, (ii) waivesNew York, to the fullest extent it may effectively do so, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding proceeding, and irrevocably submits to the non- exclusive jurisdiction of such courts in any suit, action or proceeding. (b) By the execution and delivery of this Indenture or any amendment or supplement hereto, the Company and each Guarantor (i) acknowledges that it hereby designates and appoints Cogency Global Inc. (“Authorized Agent”) located at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, the Notes or this Indenture, that may be instituted in any Federal or state court of in the State of New York or the courts of the United States of America located in the York, The City of New York York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that the Authorized Agent has accepted such designation, (iiiii) submits to the non-exclusive jurisdiction of any such courts court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Authorized Agent shall be deemed in every respect effective service of process upon the Company and any Guarantor, as the case may be, in any such suit, action or proceeding. The Each of the Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (the “Authorized Agent”) upon whom process may be served in and any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that instruments as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as aforesaid. Service of process upon this Indenture shall be in full force and effect; provided that the Company and any Guarantor may and shall (to the extent the Authorized Agent and ceases to be able to be served on the basis contemplated herein), by written notice of such service to the Company shall be deemedTrustee, in every respect, effective designate such additional or alternative agents for service of process upon under this Section 10.07 that (i) maintains an office located in the CompanyBorough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company and the Guarantors or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 10.07. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the written request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and the Guarantors appointed and acting in accordance with this Section 10.07. (c) To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company and each Guarantor hereby irrevocably waives such immunity in respect of its their obligations under this Indenture, the above-referenced documentsNotes and any Note Guarantee, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any federal or state court in the State of New York, Borough of Manhattan (each such court, a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. will promptly appoint CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableirrevocable and in full force and effect so long as any Securities are outstanding. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 14 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Power Marketing Ltd. as its authorized agent (the “"Authorized Agent”") upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Power Marketing Ltd. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any federal or state court in the State of New York, Borough of Manhattan (each such court, a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. will promptly appoint Enbridge (U.S.) Inc., 5000 Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableirrevocable and in full force and effect so long as any Securities are outstanding. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 14 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Each of the Company and Parent irrevocably (i) agrees that any legal suit, action or proceeding against the Company or Parent brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has and Parent have appointed TransCanada PipeLine USA Ltd. CT Corporation System, New York, New York, as its their authorized agent (the “Authorized Agent”) upon whom process may be served served, at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX, 00000, XXX, in any such action arising out of or based on this Agreement or the transactions contemplated thereby hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents consent to the jurisdiction of any such court in respect of any such action, and waives waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants Parent represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company or Parent shall be deemed, in every respect, effective service of process upon the CompanyCompany or Parent, as the case may be. To the extent that either of the Company or Parent has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 16 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company and each Subsidiary Guarantor irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any federal or state court in the State of New York, Borough of Manhattan (each such court, a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. will promptly appoint CT Corporation System, 20 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableirrevocable and in full force and effect so long as any Securities are outstanding. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 15 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any federal or state court in the State of New York, Borough of Manhattan (each such court, a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. will promptly appoint Exxxxxxx (U.S.) Inc., 5000 Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableirrevocable and in full force and effect so long as any Securities are outstanding. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 15 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter Manager or by any person who controls any Underwriter Manager arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter Manager or by any person who controls any UnderwriterManager, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. the Authorized Agent as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the above-referenced documentsIndenture, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York Court and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. Northern Border Inc. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. (a) The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company any of them brought by any Underwriter Holder or by any person who controls any Underwriter the Trustee arising out of or based upon this Agreement Indenture or the transactions contemplated thereby Notes may be instituted in any state or Federal court in the Borough of Manhattan in The City of New York CourtYork, (ii) waivesNew York, to the fullest extent it may effectively do so, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York proceeding, and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. (b) By the execution and delivery of this Indenture or any amendment or supplement hereto, the Company (i) acknowledges that it hereby designates and appoints Cogency Global Inc. (“Authorized Agent”) located at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, the Notes or this Indenture, that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Authorized Agent shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that instruments as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as aforesaid. Service of process upon this Indenture shall be in full force and effect; provided that the Company may and shall (to the extent the Authorized Agent and ceases to be able to be served on the basis contemplated herein), by written notice of such service to the Company shall be deemedTrustee, in every respect, effective designate such additional or alternative agents for service of process upon under this Section 10.07 that (i) maintains an office located in the CompanyBorough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 10.07. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the written request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company appointed and acting in accordance with this Section 10.07. (c) To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in respect of its their obligations under this Indenture and the above-referenced documentsNotes, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any federal or state court in the State of New York, Borough of Manhattan (each such court, a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. will promptly appoint CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, New York 10011 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableirrevocable and in full force and effect so long as any Securities are outstanding. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 14 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suitExcept as set forth below, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby no Claim may be instituted in any New York Courtcommenced, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now prosecuted or hereafter have to the laying of venue of any such proceeding continued in any court other than the courts of the State of New York located in New York City or the courts of in the United States of America located in District Court for the City Southern District of New York York, which courts shall have jurisdiction over the adjudication of such matters, and (iii) submits the Company consents to the non-exclusive jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suitcourt in which any Claim arising out of or in any way relating to this Agreement or the Shares is brought by any third party against the Underwriters or any indemnified party. Each of the Underwriters and the Company (on its behalf and, action to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. The Company has filed with the Commission a Form F-X appointing CT Corporation System (together with any successor, the “Agent for Service”) as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this Agreement or the Shares. The Company agrees that service of process upon the Agent for Service and written notice of said service to the Company (mailed or delivered to its President at its principal office in Txxxxxx, Xxxxxxx, Xxxxxx) shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as aforesaid. Service any of process upon the Authorized Agent and written notice of such service to the Company Shares shall be deemed, in every respect, effective service of process upon the Companyoutstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. CT Corporation System, New York, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served served, at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX, 00000, XXX, in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any UnderwriterUnderwriter or by any Selling Shareholder or any person who controls a Selling Shareholder, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 18 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company and each Subsidiary Guarantor irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any federal or state court in the State of New York, Borough of Manhattan (each such court, a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. will promptly appoint C T Corporation System, 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableirrevocable and in full force and effect so long as any Securities are outstanding. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 14 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Each of the Company and the Guarantors irrevocably (i) agrees that any legal suit, action or proceeding against the Company or any Guarantor brought by any Underwriter Holder or by any person who controls any Underwriter Holder arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any federal or state court located in New York (a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Each of the Company and the Guarantors has appointed TransCanada PipeLine USA Ltd. CT Corporation System, New York, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter Initial Purchaser or by any person who controls any UnderwriterInitial Purchaser, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Each of the Company and the Guarantors represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to each of the Company and the Guarantors shall be deemed, in every respect, effective service of process upon the CompanyCompany or any Guarantor, as applicable. To the extent that the Company or any Guarantor has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 clause (i) shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Each of the Company and the Guarantors irrevocably (i) agrees that any legal suit, action or proceeding against the Company or any Guarantor brought by any Underwriter Holder or by any person who controls any Underwriter Holder arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any federal or state court located in the City and County of New York (a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Each of the Company and the Guarantors has appointed TransCanada PipeLine USA Ltd. CT Corporation System, New York, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter Initial Purchaser or by any person who controls any UnderwriterInitial Purchaser, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Each of the Company and the Guarantors represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to each of the Company and the Guarantors shall be deemed, in every respect, effective service of process upon the CompanyCompany or any Guarantor, as applicable. To the extent that the Company or any Guarantor has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its their property, it hereby irrevocably waives such immunity in respect of its their obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 clause (i) shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suitExcept as set forth below, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby no Claim may be instituted in any New York Courtcommenced, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now prosecuted or hereafter have to the laying of venue of any such proceeding continued in any court other than the courts of the State of New York located in New York City or the courts of in the United States of America located in District Court for the City Southern District of New York York, which courts shall have jurisdiction over the adjudication of such matters, and (iii) submits the Company consents to the non-exclusive jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement or the Shares is brought by any third party against the Underwriters or any indemnified party. Each of the Underwriters and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such suitaction, action proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. The Company agrees that service of process upon the Agent for Service and written notice of said service to the Company (mailed or delivered to its Vice President, Corporate Development at its principal office in Omaha, Nebraska) shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as aforesaid. Service any of process upon the Authorized Agent and written notice of such service to the Company Shares shall be deemed, in every respect, effective service of process upon the Companyoutstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York Court and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any federal or state court located in New York (a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. CT Corporation System, New York, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 12 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Each of the Company and the Guarantors irrevocably (i) agrees that any legal suit, action or proceeding against the Company or any Guarantor brought by any Underwriter Initial Purchaser or by any person who controls any Underwriter Initial Purchaser arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any federal or state court located in New York (a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Each of the Company and the Guarantors has appointed TransCanada PipeLine USA Ltd. CT Corporation System, New York, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter Initial Purchaser or by any person who controls any UnderwriterInitial Purchaser, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Each of the Company and the Guarantors represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to each of the Company and the Guarantors shall be deemed, in every respect, effective service of process upon the CompanyCompany or any Guarantor, as applicable. To the extent that the Company or any Guarantor has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any federal or state court in the State of New York, Borough of Manhattan (each such court, a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. will promptly appoint Enbridge (US) Inc., 1000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, Telephone: (000) 000-0000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableirrevocable and in full force and effect so long as any Securities are outstanding. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 14 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) 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 such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. CT Corporation System, New York, New York, as its authorized agent (the “"Authorized Agent”") upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents . The Company submits to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocablein full force and effect so long as any of the Securities shall be outstanding. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process process, in any manner permitted by applicable law, upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 18 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The (a) Each of the Company irrevocably (i) and the Guarantor agrees that any legal suit, action or proceeding against the Company any of them brought by any Underwriter Holder or by any person who controls any Underwriter the Trustee arising out of or based upon this Agreement Indenture or the transactions contemplated thereby Notes or the Note Guarantee may be instituted in any state or Federal court in the Borough of Manhattan in The City of New York CourtYork, (ii) New York, and irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and any claim that any such suit, action or proceeding brought in such courts, has been brought in an inconvenient forum and any court of right to which the State of New York Company or the courts Guarantor may be entitled on account of the United States place of America located in the City of New York residence or domicile. The Company hereby and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company and the Guarantor agrees that final judgment in any such suit, action or proceeding brought in such a court will be conclusive and binding on it and may be enforced in any court to the jurisdiction of which it is subject by a suit upon such judgment, provided, that service of process is effected upon the Company or the Guarantor in the manner specified in Section 11.07(b) or as otherwise permitted by law. (b) By the execution and delivery of this Indenture or any amendment or supplement hereto, each of the Company and the Guarantor hereby (i) acknowledges that it has designated and appointed Cogency Global Inc. (“Authorized Agent”) located at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, the Notes, this Indenture or the Note Guarantee, that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Authorized Agent shall be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such suit, action or proceeding. The Each of the Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (and the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that instruments as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as aforesaid. Service of process upon this Indenture shall be in full force and effect; provided that the Company and the Guarantor may and shall (to the extent the Authorized Agent and ceases to be able to be served on the basis contemplated herein), by written notice of such service to the Company shall be deemedTrustee, in every respect, effective designate such additional or alternative agents for service of process upon under this Section 11.07 that (i) maintains an office located in the CompanyBorough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company and the Guarantor or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.07. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the written request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and the Guarantor appointed and acting in accordance with this Section 11.07. (c) To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it each of the Company and the Guarantor hereby irrevocably waives such immunity in respect of its their obligations under this Indenture and the above-referenced documentsNotes or the Note Guarantee, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement. (d) EACH OF THE COMPANY, in whole or in partTHE GUARANTOR, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. (a) The Company irrevocably (i) agrees and each of the Guarantors agree that any legal suit, action or proceeding against the Company any of them brought by any Underwriter Noteholder or by any person who controls any Underwriter the Trustee arising out of or based upon this Agreement Indenture, the Notes or the transactions contemplated thereby Guarantee may be instituted in any state or Federal court in the Borough of Manhattan in The City of New York CourtYork, (ii) waivesNew York, to the fullest extent it may effectively do so, and waive any objection which it each of them may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York proceeding, and (iii) submits irrevocably submit to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. (b) By the execution and delivery of this Indenture or any amendment or supplement hereto, each of the Company and each of the Guarantors (i) acknowledges that it has, by separate written instrument, designated and appointed CT Corporation System, currently located at 111 Eighth Avenue, New York, New York 10011, as its authorized agenx xxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xuit, action or proceeding with respect to, arising out of, or relating to, the Notes, this Indenture or the Guarantee, that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon CT Corporation System shall be deemed in every respect effective service of process upon the Company or such Guarantor, as the case may be, in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (and each of the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, that instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as aforesaid. Service this Indenture shall be in full force and effect; provided that the Company and each of process upon the Authorized Agent Guarantors may and shall (to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein), by written notice of such service to the Company shall be deemedTrustee, in every respect, effective designate such additional or alternative agents for service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.under

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. (a) The Company irrevocably (i) agrees and each of the Guarantors agree that any legal suit, action or proceeding against the Company any of them brought by any Underwriter Holder or by any person who controls any Underwriter the Trustee arising out of or based upon this Agreement Indenture, the Securities or the transactions contemplated thereby Guarantees may be instituted in any state or Federal court in the Borough of Manhattan in The City of New York CourtYork, (ii) waivesNew York, to the fullest extent it may effectively do so, and waive any objection which it each of them may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York proceeding, and (iii) submits irrevocably submit to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. (b) By the execution and delivery of this Indenture or any amendment or supplement hereto, each of the Company and each of the Guarantors (i) acknowledges that it has, by separate written instrument, designated and appointed National Corporate Research currently located at 000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, the Securities, this Indenture or the Guarantees, that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that National Corporate Research has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon National Corporate Research shall be deemed in every respect effective service of process upon the Company or such Guarantor, as the case may be, in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (and each of the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, that instruments as may be necessary to continue such designation and appointment of National Corporate Research in full force and effect so long as aforesaid. Service this Indenture shall be in full force and effect; provided that the Company and each of process upon the Authorized Agent Guarantors may and shall (to the extent National Corporate Research ceases to be able to be served on the basis contemplated herein), by written notice of such service to the Company shall be deemedTrustee, in every respect, effective designate such additional or alternative agents for service of process upon under this Section 1.14 that (i) maintains an office located in the CompanyBorough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company and the Guarantor or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 1.13. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and each of the Guarantors appointed and acting in accordance with this Section 1.13. (c) To the extent that the Company or any of the Guarantors has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company and each of the Guarantors hereby irrevocably waives such immunity in respect of its their obligations under this Indenture, the above-referenced documentsSecurities and the Guarantees, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby hereby may be instituted in any New York CourtXxx Xxxx Xxxxx, (iixx) 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 such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York proceeding, and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. CT Corporation System, New York, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents . The Company submits to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocablein full force and effect so long as any of the Securities shall be outstanding. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process process, in any manner permitted by applicable law, upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 19 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. (a) The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company any of them brought by any Underwriter Holder or by any person who controls any Underwriter the Trustee arising out of or based upon this Agreement Indenture or the transactions contemplated thereby Notes may be instituted in any state or Federal court in the Borough of Manhattan in The City of New York CourtYork, (ii) New York, and irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and any claim that any such suit, action or proceeding brought in such courts, has been brought in an inconvenient forum and any court right to which the Company may be entitled on account of the State place of New York residence or the courts of the United States of America located in the City of New York domicile. The Company hereby and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court will be conclusive and binding on it and may be enforced in any court to the jurisdiction of which it is subject by a suit upon such judgment, provided, that service of process is effected upon the Issuer in the manner specified in Section 10.07(b) or as otherwise permitted by law. (b) By the execution and delivery of this Indenture or any amendment or supplement hereto, the Company (i) acknowledges that it hereby designates and appoints Cogency Global Inc. (“Authorized Agent”) located at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, the Notes or this Indenture, that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Authorized Agent shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that instruments as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as aforesaid. Service of process upon this Indenture shall be in full force and effect; provided that the Company may and shall (to the extent the Authorized Agent and ceases to be able to be served on the basis contemplated herein), by written notice of such service to the Company shall be deemedTrustee, in every respect, effective designate such additional or alternative agents for service of process upon under this Section 10.07 that (i) maintains an office located in the CompanyBorough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 10.07. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the written request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company appointed and acting in accordance with this Section 10.07. (c) To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in respect of its their obligations under this Indenture and the above-referenced documentsNotes, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement. (d) EACH OF THE COMPANY, in whole or in partTHE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company Each of the Enerplus Entities and the Manager irrevocably (i) agrees that any legal suit, action or proceeding against the Company Enerplus Entities or the Manager brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company Each of the Enerplus Entities and the Manager has appointed TransCanada PipeLine USA Ltd. CT Corporation, New York, New York, as its authorized agent (the “"Authorized Agent”") upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company Each of the Enerplus Entities and the Manager represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company Enerplus Entities or the Manager, as applicable, shall be deemed, in every respect, effective service of process upon the CompanyEnerplus Entities or the Manager, as applicable. To the extent that any of the Company Enerplus Entities or the Manager has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 12 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter Holder or by any person who controls any Underwriter Holder arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any federal or state court located in New York (a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. CGI Technologies and Solutions Inc., 00000 Xxxxxx Xxxxx, Xxxxxxx XX 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter Initial Purchaser or by any person who controls any UnderwriterInitial Purchaser, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company, as applicable. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 clause (i) shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby hereby may be instituted in any New York Court, (ii) 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 such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York proceeding, and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. CT Corporation System, New York, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents . The Company submits to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocablein full force and effect so long as any of the Securities shall be outstanding. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process process, in any manner permitted by applicable law, upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 19 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. (a) The Company irrevocably (i) agrees and each of the Guarantors agree that any legal suit, action or proceeding against the Company any of them brought by any Underwriter Noteholder or by any person who controls any Underwriter the Trustee arising out of or based upon this Agreement Indenture, the Notes or the transactions contemplated thereby Guarantee may be instituted in any state or Federal court in the Borough of Manhattan in The City of New York CourtYork, (ii) waivesNew York, to the fullest extent it may effectively do so, and waive any objection which it each of them may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York proceeding, and (iii) submits irrevocably submit to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. (b) By the execution and delivery of this Indenture or any amendment or supplement hereto, each of the Company and each of the Guarantors (i) acknowledges that it hereby designates and appoints CT Corporation System, currently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, the Notes, this Indenture or the Guarantee, that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon CT Corporation System shall be deemed in every respect effective service of process upon the Company or such Guarantor, as the case may be, in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (and each of the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, that instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as aforesaid. Service this Indenture shall be in full force and effect; provided that the Company and each of process upon the Authorized Agent Guarantors may and shall (to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein), by written notice of such service to the Company shall be deemedTrustee, in every respect, effective designate such additional or alternative agents for service of process upon under this Section 11.07 that (i) maintains an office located in the CompanyBorough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company and each of the Guarantors or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.07. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Noteholder, the Trustee shall deliver such information to such Noteholder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and the Guarantors appointed and acting in accordance with this Section 11.07. (c) To the extent that the Company or any of the Guarantors has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company and each of the Guarantors hereby irrevocably waives waive such immunity in respect of its their obligations under this Indenture, the above-referenced documentsNotes and the Guarantee, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. (a) The Company irrevocably (i) agrees and each of the Guarantors agree that any legal suit, action or proceeding against the Company any of them brought by any Underwriter Holder or by any person who controls any Underwriter the Trustee arising out of or based upon this Agreement Indenture, the Securities or the transactions contemplated thereby Guarantees may be instituted in any state or Federal court in the Borough of Manhattan in The City of New York CourtYork, (ii) waivesNew York, to the fullest extent it may effectively do so, and waive any objection which it each of them may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York proceeding, and (iii) submits irrevocably submit to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. (b) By the execution and delivery of this Indenture or any amendment or supplement hereto, each of the Company and each of the Guarantors (i) acknowledges that it has, by separate written instrument, designated and appointed National Corporate Research, Ltd. currently located at 00 Xxxx 00xx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, the Securities, this Indenture or the Guarantees, that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee or the Paying Agent (whether in its individual capacity or in its capacity as Trustee or Paying Agent, as the case may be, hereunder), and acknowledges that National Corporate Research, Ltd. has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon National Corporate Research, Ltd. shall be deemed in every respect effective service of process upon the Company or such Guarantor, as the case may be, in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (and each of the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, that instruments as may be necessary to continue such designation and appointment of National Corporate Research, Ltd. in full force and effect so long as aforesaid. Service this Indenture shall be in full force and effect; provided that the Company and each of process upon the Authorized Agent Guarantors may and shall (to the extent National Corporate Research, Ltd. ceases to be able to be served on the basis contemplated herein), by written notice of such service to the Company shall be deemedTrustee, in every respect, effective designate such additional or alternative agents for service of process upon under this Section 1.13 that (i) maintains an office located in the CompanyBorough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company and the Guarantor or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 1.13. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and each of the Guarantors appointed and acting in accordance with this Section 1.13. (c) To the extent that the Company or any of the Guarantors has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company and each of the Guarantors hereby irrevocably waives such immunity in respect of its their obligations under this Indenture, the above-referenced documentsSecurities and the Guarantees, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The (a) Each of the Company irrevocably (i) and the Guarantor agrees that any legal suit, action or proceeding against the Company any of them brought by any Underwriter Holder or by any person who controls any Underwriter the Trustee arising out of or based upon this Agreement Indenture, the Notes or the transactions contemplated thereby Guarantee may be instituted in any state or Federal court in the Borough of Manhattan in The City of New York CourtYork, (ii) waivesNew York, to the fullest extent it may effectively do so, and each waives any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York proceeding, and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. (b) By the execution and delivery of this Indenture or any amendment or supplement hereto, each of the Company and the Guarantor (i) acknowledges that it hereby designates and appoints National Registered Agents, Inc. (“Authorized Agent”) located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, the Notes, this Indenture or the Guarantee, that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Authorized Agent shall be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (and the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, that instruments as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as aforesaid. Service of process upon this Indenture shall be in full force and effect; provided that the Company and the Guarantor may and shall (to the extent the Authorized Agent and ceases to be able to be served on the basis contemplated herein), by written notice of such service to the Company shall be deemedTrustee, in every respect, effective designate such additional or alternative agents for service of process upon under this Section 11.07 that (i) maintains an office located in the CompanyBorough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company and the Guarantor or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.07. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the written request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and the Guarantor appointed and acting in accordance with this Section 11.07. (c) To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company and the Guarantor hereby irrevocably waives waive such immunity in respect of its their obligations under this Indenture, the above-referenced documentsNotes and the Guarantee, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter Holder or by any person who controls any Underwriter Holder arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any federal or state court located in New York (a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed TransCanada PipeLine USA Ltd. CT Corporation System, New York, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter Initial Purchaser or by any person who controls any UnderwriterInitial Purchaser, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company, as applicable. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 clause (i) shall survive any termination of this Agreement, in whole or in part.