Jurisdiction and Venue.
(a) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY
TO THE NON-EXCLUSIVE JURISDICTION OF ANY LOCAL COURT, OR ANY UNITED STATES
FEDERAL COURT, SITTING IN OR HAVING JURISDICTION FOR THE COUNTY OF NEW YORK,
STATE OF NEW YORK, OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT SUCH PARTY MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE IN ANY SUCH COURT AND ANY CLAIM THAT ANY
SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF
INDENTURE TRUSTEE TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR LIMIT THE
RIGHT OF INDENTURE TRUSTEE TO BRING PROCEEDINGS AGAINST INDEMNITOR IN ANY OTHER
COURT OR JURISDICTION THAT INDENTURE TRUSTEE MAY ELECT IN ITS SOLE AND ABSOLUTE
DISCRETION, AND INDEMNITOR WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND
INDEMNITOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN
ANY SUIT, ACTION OR PROCEEDING.
(b) EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF PROCESS AND
IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 5.01 HEREOF. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY
PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
Section 5.08 Waivers. INDEMNITOR AGREES THAT IT WILL NOT ASSERT ANY CLAIM, AND
HEREBY WAIVES ANY CLAIM, AGAINST INDENTURE TRUSTEE OR ANY BONDHOLDER INDEMNIFIED
UNDER, OR BENEFITING FROM, THIS AGREEMENT ON ANY THEORY OF LIABILITY FOR
SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. INDEMNITOR
EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR
PROCEEDING BROUGHT BY INDENTURE TRUSTEE ON BEHALF OF BONDHOLDERS PURSUANT TO
THIS AGREEMENT, ANY AND EVERY RIGHT IT MAY HAVE TO (A) INTERPOSE ANY
COUNTERCLAIM THEREIN UNLESS UNDER THE APPLICABLE RULES OF COURT OR APPLICABLE
LAW SUCH COUNTERCLAIM
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MUST BE ASSERTED IN SUCH PROCEEDING, OR (B) HAVE THE SAME CONSOLIDATED WITH ANY
OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING UNLESS UNDER THE APPLICABLE RULES
OF COURT OR APPLICABLE LAW SUCH SUIT, ACTION OR PROCEEDING MUST BE CONSOLIDATED
WITH THE PROCEEDING BROUGHT BY INDENTURE TRUSTEE ON BEHALF OF BONDHOLDERS.
Section 5.09 Release. INDEMNITOR HEREBY ACKNOWLEDGES AND AGREES THAT AS OF THE
DATE HEREOF IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR
DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR
ELIMINATE ALL OR ANY PART OF ITS LIABILITY FOR THE INDEMNITY OBLIGATIONS (IF
PAYABLE BY INDEMNITOR SUBJECT TO THE TERMS HEREOF) OR TO SEEK AFFIRMATIVE RELIEF
OR DAMAGES OF ANY KIND OR NATURE FROM INDENTURE TRUSTEE OR ANY BONDHOLDER. TO
THE EXTENT PERMITTED BY APPLICABLE LAW, INDEMNITOR HEREBY VOLUNTARILY AND
KNOWINGLY RELEASES AND FOREVER DISCHARGES INDENTURE TRUSTEE, EACH BONDHOLDER AND
EACH OF THEIR RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, AFFILIATES, ATTORNEYS,
SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASED PARTIES")