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

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer and each Guarantor (i) acknowledges that it has irrevocably designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note 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, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer in accordance with this Section 11.16 shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, in any such suit or proceeding. The Issuer and each Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, that the Issuer or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is 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 11.16. 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, the State of New York. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instruments, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 ("XT Corporation System") (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Indenture that may be instituted in any Federal federal or state court in the State Borough of New YorkManhattan, The City of New York, the Borough State of Manhattan New York or brought under Federal federal or state securities laws, and acknowledges represent and warrant that CT Corporation System has accepted such designation, (ii) irrevocably submits submit to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees agree that service of process upon CT Corporation System and written notice of said service to the Issuer Company, in accordance with this Section 11.16 10.02 shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so for as long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingSecurities remain outstanding (subject to the limitation set forth in clause (i)); provided, however, that the Issuer or any Guarantor Company may, and to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein shall, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 10.14 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, and (ii) is either (x) United States counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor Company has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which the Company owns or leases property or assets, (ii) the United States or the State of New York or (iii) the Netherlands 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 propertyproperty and assets or this Agreement or any of the Notes or actions to enforce judgments in respect of any thereof, it the Company hereby irrevocably waives such immunity in respect of its obligations under each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the each Issuer and each Guarantor (i) acknowledges that it has irrevocably has, by separate written instruments, designated and appointed CT Corporation SystemCorporation, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“CT Corporation”) (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Agreement or any Registration Statement or Prospectus that may be instituted in any Federal federal or state court in the State Borough of New YorkManhattan, The City of New York, the Borough State of Manhattan New York or brought under Federal foreign, federal or state securities laws, and acknowledges represents and warrants that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the such Issuer in accordance with this Section 11.16 10(d) shall be deemed in every respect effective service of process upon the any Issuer or any Guarantor, if any, in any such suit or proceeding. The Each Issuer and each Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so for as long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingSecurities remain outstanding (subject to the limitation set forth in clause (i)); provided, however, that any Issuer may, and to the Issuer or any Guarantor mayextent CT Corporation ceases to be able to be served on the basis contemplated herein shall, by written notice to the Holders and Trustee, designate such additional or alternative agent for service of process under this Section 11.16 10(m) that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, and (ii) is either (x) United States counsel for such Company or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the any Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which such Issuer owns or leases property or assets, (ii) the United States or the State of New York or (iii) the Netherlands 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 propertyproperty and assets or this Agreement or any of the Securities or actions to enforce judgments in respect of any thereof, it each Issuer hereby irrevocably waives such immunity in respect of its obligations under each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the each Issuer and each Guarantor (i) acknowledges that it has such Issuer has, or agrees that by the Closing Date such Issuer shall have, by separate written instrument, irrevocably designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 System (“CT”) (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, the Securities, the Indenture, the Notes Security Documents and the Note Guarantees Registration Rights Agreement that may be instituted in any Federal federal or state court in the State of New York, The City of New York, the Borough of Manhattan York or brought under Federal or state securities laws, and acknowledges that CT Corporation System has has, or agrees that by the Closing Date CT shall have, accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice notices of said service to the such Issuer in accordance with this Section 11.16 12 hereof shall be deemed in every respect effective service of process upon the such Issuer or any Guarantor, if any, in any such suit or proceeding. The Each Issuer and each Guarantor further agrees to take any and all such reasonable action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Securities shall be outstanding; provided, however, that the such Issuer or any Guarantor may, by written notice to the TrusteeInitial Purchasers, designate such additional or alternative agent for service of process under this Section 11.16 18 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, York and (ii) is either (x) counsel for such Issuer or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the any Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities, the Indenture, the Notes Security Documents and the Note GuaranteesRegistration Rights Agreement. In addition, the each Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Agreement, the Securities, the Indenture, the Notes Securities Documents or the Note Guarantees Registration Rights Agreement or the subject matter hereof or thereof may not be enforced in such courts. (c) . The Issuer Issuers and the Guarantors Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing Nothing in this Section 11.16 section 18 shall affect the right of the either Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the any Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instruments, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 ("XT Corporation System") (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Agreement that may be instituted in any Federal federal or state court in the State Borough of New YorkManhattan, The City of New York, the Borough State of Manhattan New York or brought under Federal federal or state securities laws, and acknowledges represent and warrant that CT Corporation System has accepted such designation, (ii) irrevocably submits submit to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees agree that service of process upon CT Corporation System and written notice of said service to the Issuer Company in accordance with the provisions of this Section 11.16 Agreement shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so for as long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingremain outstanding (subject to the limitation set forth in clause (i)); provided, however, that the Issuer or any Guarantor Company may, and to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein shall, by written notice to the TrusteeInitial Purchasers, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, and (ii) is either (x) United States counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor Company has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which the Company owns or leases property or assets, (ii) the United States or the State of New York or (iii) the Netherlands 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 propertyproperty and assets or this Agreement or any of the Notes or actions to enforce judgments in respect of any thereof, it the Company hereby irrevocably waives such immunity in respect of its obligations under each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Co-Issuers and each Guarantor hereby irrevocably consent and agree to the execution service of any and delivery all legal process, summons, notices and documents in any such action, suit or proceeding brought against them with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, by serving a copy thereof upon any employee of any of the Issuer and each Co-Issuers or any Guarantor (iin such capacity, the “Co-Issuer Process Agent”) acknowledges at any business location that it has the Co-Issuers or any Guarantor may maintain from time to time in the United States including, without limitation, at the offices of Navios Corporation located at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000. (b) If at any time neither the Co-Issuers nor any Guarantor maintains a bona fide business location in the State of New York, then the Co-Issuers and the Guarantors shall promptly (and in any event within 10 days) irrevocably designated designate, appoint and appointed empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or another third party corporate service provider of national standing), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any successor entity) as its authorized agent upon which process and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or relating to in connection with this Indenture, the Notes Indenture and the Note Guarantees that may be instituted in any Federal or state court in the State of New Yorkmade on such designee, The City of New York, the Borough of Manhattan or brought under Federal or state securities laws, appointee and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer agent in accordance with this Section 11.16 shall be deemed in every respect effective service of process upon legal procedures prescribed for such courts (the Issuer or any Guarantor, if any, in any such suit or proceeding. The Issuer and “Third Party Process Agent”; each Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Co-Issuer Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be outstanding; provided, however, that the Issuer or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is 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 available to act as agent for service such, each of process in accordance with this Section 11.16. Such notice shall identify the name of such agent for process Co-Issuers and the address of such agent for process Guarantors agrees to designate a new Third Party Process Agent in the Borough of Manhattan, The City County of New York, York on the State of New York. (b) To terms and for the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) purposes of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts13.15. (c) The Issuer Each of the Co-Issuers and the Guarantors agree that a final judgment further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such suitaction, action suit or proceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (b) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Co-Issuers, at its address specified in or designated pursuant to this Indenture. Each of the Co-Issuers and the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall be conclusive and may be enforced in other jurisdictions by suit on the judgment not impair or affect in any other manner provided by law. To way the fullest extent permitted by applicable law, nothing validity of such service or any judgment rendered in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictionsbased thereon.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer and each Guarantor (i) acknowledges that it has irrevocably designated and appointed CT Corporation SystemServices Company, 000 Xxxxxx Xxxxxx1133 Avenue of the Americas, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 00000, (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes Securities, the Guarantees and the Note Guarantees Security Documents that may be instituted in any Federal or state court in the State Borough of New YorkManhattan, The City of New York, the Borough State of Manhattan New York, or brought under Federal or state securities laws, and acknowledges that CT Corporation System Services Company has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System Services Company and written notice of said service to the Issuer in accordance with this Section 11.16 12.09 shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, in any such suit or proceeding. The Issuer and each Guarantor further agrees agree to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System Services Company in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Securities shall be outstanding; provided, however, that the Issuer or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 12.09 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is 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 11.1612.09. 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, the State of New York. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes Securities, the Guarantees and the Note GuaranteesSecurity Documents. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes Securities, the Guarantees or the Note Guarantees Security Documents or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors each Guarantor agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing Nothing in this Section 11.16 12.09 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the each Issuer and each Guarantor (i) acknowledges that it has such Issuer has, by separate written instrument, irrevocably designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 System ("CT") (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this IndentureAgreement, the Notes and Securities or the Note Guarantees Exchange Securities that may be instituted in any Federal federal or state court in the State of New York, The City of New York, the Borough of Manhattan York or brought under Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice notices of said service to the such Issuer in accordance with this Section 11.16 10 hereof shall be deemed in every respect effective service of process upon the such Issuer or any Guarantor, if any, in any such suit or proceeding. The Each Issuer and each Guarantor further agrees to take any and all such reasonable action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Securities shall be outstanding; provided, however, that the such Issuer or any Guarantor may, by written notice to the TrusteeRepresentatives, designate such additional or alternative agent for service of process under this Section 11.16 17 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, York and (ii) is either (x) counsel for such Issuer or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the any Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this IndentureAgreement, the Notes Securities and the Note GuaranteesExchange Securities. In addition, the each Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this IndentureAgreement, the Notes Securities or the Note Guarantees Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. (c) . The Issuer Issuers and the Guarantors Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing Nothing in this Section 11.16 17 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the any Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureThe Company agrees that any legal suit, the Issuer and each Guarantor (i) acknowledges that it has irrevocably designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) as its authorized agent upon which process may be served in any suit action or proceeding brought by the Initial Purchasers or any person controlling an Initial Purchaser arising out of or relating to based upon this Indenture, the Notes and the Note Guarantees that Agreement may be instituted in any Federal state or state federal court in the State Borough of New YorkManhattan, The City of New York, State of New York, waives to the Borough fullest extent permitted by law any objection which it may now or hereafter have to the laying of Manhattan venue of any such suit, action or brought under Federal or state securities lawsproceeding, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding. The Company hereby irrevocably designates and appoints CT Corporation System (or any successor entity) as the Company’s authorized agent upon which process may be served in any such suit, action or proceeding in subsection (a)(i) above any such court and (iii) agrees that service of process upon CT Corporation System (or such successor entity) at its office at 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, New York 10011 (or such other address in the Borough of Manhattan, The City of New York, State of New York, as the Company may designate by written notice to the Initial Purchasers), and written notice of said service to the Issuer in accordance with this Section 11.16 Company mailed or delivered to 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Attention: Xxxx Xxxxxx, President, shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable for a period of ten years from the date of this Agreement. The Issuer and each Guarantor further Company agrees to take any and all such action, including the execution and filing of any and all such documents and instruments action as may be necessary to continue such the designation and appointment of CT Corporation System System, or any successor entity in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, that the Issuer or any Guarantor may, by written notice to the Trustee, designate Company shall at all times during such additional or alternative period have an agent for service of process under this Section 11.16 that (i) maintains an office located for the above purposes in the Borough of Manhattan, The City of New York, the State of New York, (ii) is a corporate service company which acts as agent for service . Nothing herein shall affect the right of the Initial Purchasers or any person controlling an Initial Purchaser to serve process for other Persons in any manner permitted by law or limit the right of the Initial Purchasers or any person controlling an Initial Purchaser to bring proceedings against the Company in the ordinary course courts of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16any jurisdiction or jurisdictions. 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, the State of New York. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has or hereafter Company 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 each of this IndentureAgreement, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, each of the Issuer and each Guarantor (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) System as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees or this Indenture that may be instituted in any Federal or state State court in the State of New York, The City of New York, the Borough of Manhattan Manhattan, or brought under Federal or state State securities lawslaws 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) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer it (mailed or delivered to its Executive Director at its principal office as specified in accordance with this Section 11.16 11.02 hereof), shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Issuer and each Guarantor further agrees agree to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System System, in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingeffect; provided, however, provided that the Issuer or any Guarantor maymay and shall (to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 11.09 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, (ii) is either (x) counsel for the Issuer 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 11.1611.09. 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, the State of New York. (b) . 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 Issuer and any Guarantors, if any, appointed and acting in accordance with this Section 11.09. To the fullest extent permitted by applicable law, to the extent that the Issuer 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 Issuer and such Guarantor hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes Indenture and the Note Guarantees. In additionSecurities, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By Each Subsidiary Guarantor that is not organized in the execution and delivery of this IndentureUnited States hereby agrees to maintain a Significant Subsidiary, or to appoint the Issuer and each Guarantor (i) acknowledges that it has irrevocably designated and appointed CT Corporation SystemCompany, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) as its authorized agent (the "Process Agent") upon which process may be served in any suit suit, action or proceeding arising out of or relating to this Indenture, Indenture or the Notes and the Note Guarantees Securities that may be instituted in any Federal or state State court in the State of New York, The City of New York, the Borough of Manhattan Manhattan, or brought under Federal or state State securities lawslaws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and (i) acknowledges that CT Corporation System the Process Agent has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System the Process Agent and written notice of said service to it (mailed or delivered to or care of the Issuer Company at its principal office as specified in accordance with this Section 11.16 11.2), shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Issuer and each Each Subsidiary Guarantor further agrees that is not organized in the United States initially appoints the Company to take any and all such actionact as the Process Agent. So long as the Company maintains its principal executive offices in the United States, including the execution and filing of any and all such documents and instruments as process may be necessary to continue such designation and appointment of CT Corporation System served upon the Process Agent c/o the Company at the address set forth in full force and effect so long as this Indenture shall be in full force and effect or any of Section 11.2. In the Notes shall be outstanding; provided, however, event that the Issuer or any Guarantor mayCompany no longer has a Significant Subsidiary organized in the United States which may act as Process Agent, by written notice to the Trustee, Company shall designate such additional or alternative agent agents for service of process under this Section 11.16 11.11 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, (ii) is 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 11.16. 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, the State of New York11.11. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Co-Issuers and each Guarantor hereby irrevocably consent and agree to the execution service of any and delivery all legal process, summons, notices and documents in any such action, suit or proceeding brought against them with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, by serving a copy thereof upon any employee of any of the Issuer and each Co-Issuers or any Guarantor (iin such capacity, the “Co-Issuer Process Agent”) acknowledges at any business location that it has the Co-Issuers or any Guarantor may maintain from time to time in the United States including, without limitation, at the offices of Navios Corporation located at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000. (b) If at any time neither the Co-Issuers nor any Guarantor maintains a bona fide business location in the State of New York, then the Co-Issuers and the Guarantors shall promptly (and in any event within 10 days) irrevocably designated designate, appoint and appointed empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or another third party corporate service provider of national standing), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any successor entity) as its authorized agent upon which process and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or relating to in connection with this Indenture, the Notes Indenture and the Note Guarantees that may be instituted in any Federal or state court in the State of New Yorkmade on such designee, The City of New York, the Borough of Manhattan or brought under Federal or state securities laws, appointee and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer agent in accordance with this Section 11.16 shall be deemed in every respect effective service of process upon legal procedures prescribed for such courts (the Issuer or any Guarantor, if any, in any such suit or proceeding. The Issuer and “Third Party Process Agent”; each Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Co-Issuer Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be outstanding; provided, however, that the Issuer or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is 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 available to act as agent for service such, each of process in accordance with this Section 11.16. Such notice shall identify the name of such agent for process Co-Issuers and the address of such agent for process Guarantors agrees to designate a new Third Party Process Agent in the Borough of Manhattan, The City County of New York, York on the State of New York. (b) To terms and for the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) purposes of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts13.15. (c) The Issuer Each of the Co-Issuers and the Guarantors further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (b) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Co-Issuers, at its address specified in or designated pursuant to this Indenture. Each of the Co-Issuers and the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (d) Each of the Co-Issuers and each Guarantor agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To Nothing herein shall in any way be deemed to limit the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right ability of the Trustee or any Holder to serve any such legal process process, summons, notices and documents in any other manner permitted by applicable law or affect to obtain jurisdiction over the Co-Issuers or the Guarantors or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (e) The provisions of this Section 13.15 shall survive any termination of this Indenture, in whole or in part. (f) Each of the Co-Issuers and each of the Guarantors hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Co-Issuers and the Guarantors, and their obligations under this Indenture, the Notes and the Note Guarantees (and the notations of Note Guarantee), are subject to civil and commercial law and to suit and none of the Co-Issuers, the Guarantors or any of their respective properties, assets or revenues have any right of immunity, on the Trustee grounds of sovereignty, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any of any Greek, Maltese, Xxxxxxxx Islands, Belgian, Panamanian, Liberian, New York State or U.S. federal court, as the case may be, from service of process, attachment upon or prior to bring any action judgment, or attachment in aid of execution of judgment, or from execution or enforcement of a judgment, or other legal process or proceeding against for the Issuer giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations or liabilities or any other matter under or arising out of or in connection with this Indenture, the Notes and the Note Guarantees (and the notations of Note Guarantee); and, to the extent that the Co-Issuers, any Guarantor or its property any of their respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, each of the courts Co-Issuers and the Guarantors waived or will waive such right to the extent permitted by law and has consented to such relief and enforcement as provided in this Indenture, the Notes and the Note Guarantees (and the notations of any other jurisdictionsNote Guarantee).

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Issuer hereby irrevocably consents and agrees to the execution service of any and delivery all legal process, summons, notices and documents in any such action, suit or proceeding brought against them with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, by serving a copy thereof upon any employee of any of the Issuer (in such capacity, the “Issuer Process Agent”) at any business location that the Issuer may maintain from time to time in the United States including, without limitation, at the offices of Navios Corporation located at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000. (b) If at any time the Issuer does not maintain a bona fide business location in the State of New York, then the Issuer shall promptly (and each Guarantor (iin any event within 10 days) acknowledges that it has irrevocably designated designate, appoint and appointed empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) or another third party corporate service provider of national standing), as its authorized designee, appointee and agent upon which process to receive, accept and acknowledge for and on its behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against it in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or relating to in connection with this Indenture, the Notes Indenture and the Note Guarantees that may be instituted in any Federal or state court in the State of New Yorkmade on such designee, The City of New York, the Borough of Manhattan or brought under Federal or state securities laws, appointee and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer agent in accordance with this Section 11.16 shall be deemed in every respect effective service legal procedures prescribed for such courts (the “Third Party Process Agent”; each of process upon the Issuer Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any Guarantor, if any, in any reason such suit or proceeding. The Issuer and each Guarantor further agrees Third Party Process Agent hereunder shall cease to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, that the Issuer or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is 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 available to act as agent for service of process in accordance with this Section 11.16. 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, the State of New York. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes and the Note Guarantees. In additionsuch, the Issuer agrees to designate a new Third Party Process Agent in the County of New York on the terms and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to for the jurisdiction of the courts mentioned in subsection (a) purposes of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts13.15. (c) The Issuer further hereby irrevocably consents and agrees to the Guarantors agree service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (b) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Issuer, at its address specified in or designated pursuant to this Indenture. The Issuer agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (d) The Issuer agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To Nothing herein shall in any way be deemed to limit the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right ability of the Trustee or any Holder to serve any such legal process process, summons, notices and documents in any other manner permitted by applicable law or affect to obtain jurisdiction over the Issuer or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (e) The provisions of this Section 13.15 shall survive any termination of this Indenture, in whole or in part. (f) The Issuer hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Issuer and its obligations under this Indenture and the Notes are subject to civil and commercial law and to suit and neither the Issuer nor any of its properties, assets or revenues have any right of immunity, on the Trustee grounds of sovereignty, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any Republic of the Xxxxxxxx Islands, New York State or U.S. federal court, as the case may be, from service of process, attachment upon or prior to bring any action judgment, or attachment in aid of execution of judgment, or from execution or enforcement of a judgment, or other legal process or proceeding against for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations or liabilities or any other matter under or arising out of or in connection with this Indenture and the Notes; and, to the extent that the Issuer or any Guarantor of its properties, assets or its property revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the courts of any other jurisdictionsIssuer waived or will waive such right to the extent permitted by law and has consented to such relief and enforcement as provided in this Indenture and the Notes.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the each Issuer and each Guarantor (i) acknowledges that it has such Issuer has, by separate written instrument, irrevocably designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 System (“CT”) (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this IndentureAgreement, the Notes and Securities or the Note Guarantees Exchange Securities that may be instituted in any Federal federal or state court in the State of New York, The City of New York, the Borough of Manhattan York or brought under Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice notices of said service to the such Issuer in accordance with this Section 11.16 10 hereof shall be deemed in every respect effective service of process upon the such Issuer or any Guarantor, if any, in any such suit or proceeding. The Each Issuer and each Guarantor further agrees to take any and all such reasonable action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Securities shall be outstanding; provided, however, that the such Issuer or any Guarantor may, by written notice to the TrusteeRepresentatives, designate such additional or alternative agent for service of process under this Section 11.16 17 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, York and (ii) is either (x) counsel for such Issuer or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the any Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this IndentureAgreement, the Notes Securities and the Note GuaranteesExchange Securities. In addition, the each Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this IndentureAgreement, the Notes Securities or the Note Guarantees Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. (c) . The Issuer Issuers and the Guarantors Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing Nothing in this Section 11.16 17 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the any Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureThe Company agrees that any legal suit, the Issuer and each Guarantor (i) acknowledges that it has irrevocably designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) as its authorized agent upon which process may be served in any suit action or proceeding brought by the Initial Purchasers or any person controlling an Initial Purchaser arising out of or relating to based upon this Indenture, the Notes and the Note Guarantees that Agreement may be instituted in any Federal state or state federal court in the State Borough of New YorkManhattan, The City of New York, State of New York, waives to the Borough fullest extent permitted by law any objection which it may now or hereafter have to the laying of Manhattan venue of any such suit, action or brought under Federal or state securities lawsproceeding, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding. The Company hereby irrevocably designates and appoints CT Corporation System (or any successor entity) as the Company’s authorized agent upon which process may be served in any such suit, action or proceeding in subsection (a)(i) above any such court and (iii) agrees that service of process upon CT Corporation System (or such successor entity) at its office at 20 Xxxxxxx Xxxxxx, Xxx Xxxx Xxx Xxxx 00000 (or such other address in the Borough of Manhattan, The City of New York, State of New York, as the Company may designate by written notice to the Initial Purchasers), and written notice of said service to the Issuer in accordance with this Section 11.16 Company mailed or delivered to 90 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Attention: General Counsel, shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable for a period of ten (10) years from the date of this Agreement. The Issuer and each Guarantor further Company agrees to take any and all such action, including the execution and filing of any and all such documents and instruments action as may be necessary to continue such the designation and appointment of CT Corporation System System, or any successor entity in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, that the Issuer or any Guarantor may, by written notice to the Trustee, designate Company shall at all times during such additional or alternative period have an agent for service of process under this Section 11.16 that (i) maintains an office located for the above purposes in the Borough of Manhattan, The City of New York, the State of New York, (ii) is a corporate service company which acts as agent for service . Nothing herein shall affect the right of the Initial Purchasers or any person controlling an Initial Purchaser to serve process for other Persons in any manner permitted by law or limit the right of the Initial Purchasers or any person controlling an Initial Purchaser to bring proceedings against the Company in the ordinary course courts of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16any jurisdiction or jurisdictions. 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, the State of New York. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has or hereafter Company 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 each of this IndentureAgreement, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx1633 Broadway, Xxx XxxxNew York, Xxx Xxxx 00000 (xxx "Xxxxx xxx Xxxxxxx") (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, Indenture or the Notes and the Note Guarantees Debt Securities that may be instituted in any Federal federal or state court in the State Borough of New YorkManhattan, The City of New York, the Borough State of Manhattan New York or brought under Federal federal or state securities laws, and acknowledges that CT Corporation System the Agent for Service has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System the Agent for Service and written notice of said service to the Issuer Company in accordance with this Section 11.16 10.01 shall be deemed in every respect to be effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System the Agent for Service in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Debt Securities shall be outstanding; provided, however, provided that the Issuer or any Guarantor mayCompany may (and, to the extent the Agent for Service ceases to be able to be served on the basis contemplated herein, shall), by written notice to the TrusteeTrustee and the Holders in accordance with Section 10.01, designate such additional or alternative agent for service of process under this Section 11.16 10.16 that (iA) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, York and (iiB) is either (x) counsel for the Company or (y) a corporate service company which that 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 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. Nothing herein shall affect the right of the Trustee or any Holder to serve process or to commence legal proceedings or otherwise proceed against the Company in Argentina in any other manner permitted by law. The Company hereby waives irrevocably, to the extent permitted by law, any objection to the laying of venue in New York, New York, and any claim of inconvenient forum in respect of any such action in New York, New York to which it might otherwise be entitled in any actions arising out of or based on this Indenture or the Debt Securities. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor 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 each of this Indenture, the Notes Indenture and the Note Guarantees. In addition, Debt Securities or the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise separate written instrument referenced in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) first paragraph of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts10.16. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the each Issuer and each Guarantor (i) acknowledges that it has such Issuer has, by separate written instrument, irrevocably designated and appointed CT Corporation SystemCorporation, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this IndentureAgreement, the Notes and Securities or the Note Guarantees Exchange Securities that may be instituted in any Federal federal or state court in the State of New York, The City of New York, the Borough of Manhattan York or brought under Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice notices of said service to the such Issuer in accordance with this Section 11.16 10 hereof shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Each Issuer and each Guarantor further agrees to take any and all such reasonable action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Securities shall be outstanding; provided, however, that the such Issuer or any Guarantor may, by written notice to the TrusteeInitial Purchasers, designate such additional or alternative agent for service of process under this Section 11.16 17 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, York and (ii) is either (x) counsel for such Issuer or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the any Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this IndentureAgreement, the Notes Securities and the Note GuaranteesExchange Securities. In addition, the each Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this IndentureAgreement, the Notes Securities or the Note Guarantees Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. (c) . The Issuer Issuers and the Guarantors Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing Nothing in this Section 11.16 17 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the any Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer Company and each Guarantor (i) acknowledges that it has irrevocably designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes Notes, the Guarantees and the Note Guarantees Security Documents that may be instituted in any Federal or state court in the State Borough of New YorkManhattan, The City of New York, the Borough State of Manhattan New York, or brought under Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer Company in accordance with this Section 11.16 12.14 shall be deemed in every respect effective service of process upon the Issuer Company or any Guarantor, if any, in any such suit or proceeding. The Issuer Company and each Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, that the Issuer Company or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 12.14 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is 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 11.1612.14. 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, the State of New York. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes Notes, the Guarantees and the Note GuaranteesSecurity Documents. In addition, the Issuer Company and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes Notes, the Guarantees or the Note Guarantees Security Documents or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer Company and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing Nothing in this Section 11.16 12.14 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer Company or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instruments, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx1633 Broadway, Xxx XxxxNew York, Xxx Xxxx 00000 NY 10019 (and any successor entitythe "Authorized Agent") as its authorized (anx xxx xxxxxxxxx xxxxxx), xx xxx xuthorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Agreement that may be instituted in any Federal federal or state court in the State Borough of New YorkManhattan, The City of New York, the Borough State of Manhattan New York or brought under Federal federal or state securities laws, and acknowledges represent and warrant that CT Corporation System the Authorized Agent has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees agree that service of process upon CT Corporation System the Authorized Agent and written notice of said service to the Issuer Company in accordance with the provisions of this Section 11.16 Agreement shall be deemed in every respect to be effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so for as long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingremain outstanding (subject to the limitation set forth in clause (i)); provided, however, that the Issuer or any Guarantor Company may, and to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein shall, by written notice to the Escrow Agent and the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, and (ii) is either (x) United States 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 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor Company has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which the Company owns or leases property or assets, (ii) United States or the State of New York or (iii) The Netherlands 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 propertyproperty and assets or this Agreement or the Escrow Account or actions to enforce judgments in respect of any thereof, it the Company hereby irrevocably waives such immunity in respect of its obligations under each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed CT Corporation Systemappointed, 000 Xxxxxx XxxxxxTransocean Inc., Xxx Xxxx0 Xxxxxxxx Xxxxx, Xxx Xxxx Xxxxxxx, Xxxxx 00000 (and any successor entity) as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to this Indenturethe Securities, the Notes and the Note Securities Guarantees or this Indenture that may be instituted in any Federal United States federal or New York state court in the State The City of New YorkYork 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) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, the Borough of Manhattan or brought under Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System the Company and written notice of said service to the Issuer Company (mailed or delivered to its Secretary at its principal office specified in accordance with this Section 11.16 13.01), shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit suit, action or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System the Company in full force and effect so long as this Indenture shall be in full force and effect or any Table of ContentsTable of Contents Each of the Notes shall be outstanding; provided, however, that the Issuer or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is 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 11.16. Such notice shall identify the name of such agent for process Company and the address of such agent for process in the Borough of ManhattanGuarantors irrevocably and unconditionally waives, The City of New York, the State of New York. (b) To to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Issuer 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 each of them hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes Securities Guarantees and the Note Guarantees. In additionSecurities, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, each of the Issuer and each Guarantor Issuers (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 System ("CT") (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Agreement that may be instituted in any Federal federal or state court in the State of New York, The City of New York, the Borough of Manhattan Manhattan, State of New York or brought under Federal federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer such Issuers in accordance with this Section 11.16 10(e) shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, such Issuers in any such suit or proceeding. The Issuer and each Guarantor Each of the Issuers further agrees to take any and all such reasonable action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, provided that the Issuer or any Guarantor Issuers may, by written notice to the TrusteeInitial Purchasers, designate such additional or alternative agent for service of process under this Section 11.16 10(n) that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, York and (ii) is either (x) counsel for the Issuers or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, each of the Issuer Company and each Guarantor the Subsidiary Guarantors (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 System (the "Agent") (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Indenture or any Note Guarantees or Guarantee that may be instituted in any Federal federal or state court in the State Borough of New YorkManhattan, The City of New York, the Borough State of Manhattan or brought under Federal or state securities laws, New York and acknowledges that CT Corporation System the Agent has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System the Agent and written notice of said service to the Issuer Company and the Subsidiary Guarantors in accordance with this Section 11.16 11.14 shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company and the Subsidiary Guarantors in any such suit or proceeding. The Issuer Company and each Guarantor the Subsidiary Guarantors further agrees agree to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System the Agent in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, that the Issuer or any Guarantor mayCompany and the Subsidiary Guarantors may (and to the extent the Agent ceases to be able to be served on the basis contemplated herein, shall), by written notice to the Trustee, Trustee and the holders of the Notes in accordance with this Section 11.14 designate such additional or alternative agent for service of process under this Section 11.16 11.14 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, York and (ii) is a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer Company or any Subsidiary Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of motion, 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 each of this Indenture, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courtsabove-referenced documents. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Agreement that may be instituted in any Federal or state court in the Borough of Manhattan, City of New York, State of New York, The City of New York, the Borough of Manhattan or brought under the United States Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer Company in accordance with this Section 11.16 11 shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Class A Ordinary Shares shall be outstanding; provided, however, that the Issuer or any Guarantor Company may, by written notice to the TrusteeLead Managers, designate such additional or alternative agent for service of process under this Section 11.16 14 that (i) maintains an office located in the Borough of Manhattan, The City of New York, in the State of New York, York and (ii) is either (x) counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer Company or any Guarantor has of its properties, assets or revenues may or may hereafter may acquire become entitled to, or have attributed to the Company, any immunity right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court New York or U.S. federal court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from any execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any such court in which proceedings may at any time be commenced, with respect to itself the obligations and liabilities of the Company, or its propertyany other matter under or arising out of or in connection with this Agreement or the International Purchase Agreement, it the Company hereby irrevocably and unconditionally waives such immunity in respect of its obligations under each of this Indentureright, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, plead or otherwise in claim any such suitimmunity, action and consents to such relief or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courtsenforcement. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Co-Issuers and each Guarantor hereby irrevocably consent and agree to the execution service of any and delivery all legal process, summons, notices and documents in any such action, suit or proceeding brought against them with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, by serving a copy thereof upon any employee of any of the Issuer and each Co-Issuers or any Guarantor (iin such capacity, the “Co-Issuer Process Agent”) acknowledges at any business location that it has the Co-Issuers or any Guarantor may maintain from time to time in the United States including, without limitation, at the offices of Navios Corporation located at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000. (b) If at any time neither the Co-Issuers nor any Guarantor maintains a bona fide business location in the State of New York, then the Co-Issuers and the Guarantors shall promptly (and in any event within 10 days) irrevocably designated designate, appoint and appointed empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or another third party corporate service provider of national standing), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any successor entity) as its authorized agent upon which process and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or relating to in connection with this Indenture, the Notes Indenture and the Note Guarantees that may be instituted in any Federal or state court in the State of New Yorkmade on such designee, The City of New York, the Borough of Manhattan or brought under Federal or state securities laws, appointee and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer agent in accordance with this Section 11.16 shall be deemed in every respect effective service of process upon legal procedures prescribed for such courts (the Issuer or any Guarantor, if any, in any such suit or proceeding. The Issuer and “Third Party Process Agent”; each Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Co-Issuer Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be outstanding; provided, however, that the Issuer or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is 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 available to act as agent for service such, each of process in accordance with this Section 11.16. Such notice shall identify the name of such agent for process Co-Issuers and the address of such agent for process Guarantors agrees to designate a new Third Party Process Agent in the Borough of Manhattan, The City County of New York, York on the State of New York. (b) To terms and for the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) purposes of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts13.15. (c) The Issuer Each of the Co-Issuers and the Guarantors further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (b) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Co-Issuers, at its address specified in or designated pursuant to this Indenture. Each of the Co-Issuers and the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (d) Each of the Co-Issuers and each Guarantor agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To Nothing herein shall in any way be deemed to limit the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right ability of the Trustee or any Holder to serve any such legal process process, summons, notices and documents in any other manner permitted by applicable law or affect to obtain jurisdiction over the Co-Issuers or the Guarantors or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (e) The provisions of this Section 13.15 shall survive any termination of this Indenture, in whole or in part. Each of the Co-Issuers and each of the Guarantors hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Co-Issuers and the Guarantors, and their obligations under this Indenture, the Notes and the Note Guarantees (and the Notations of Guarantee), are subject to civil and commercial law and to suit and none of the Co-Issuers, the Guarantors or any of their respective properties, assets or revenues have any right of immunity, on the Trustee grounds of sovereignty, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any of any Greek, Xxxxxxxx Islands, Hong Kong, British Virgin Islands, Cayman Islands, New York State or U.S. federal court, as the case may be, from service of process, attachment upon or prior to bring any action judgment, or attachment in aid of execution of judgment, or from execution or enforcement of a judgment, or other legal process or proceeding against for the Issuer giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations or liabilities or any other matter under or arising out of or in connection with this Indenture, the Notes and the Note Guarantees (and the Notations of Guarantee); and, to the extent that the Co-Issuers, any Guarantor or its property any of their respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, each of the courts Co-Issuers and the Guarantors waived or will waive such right to the extent permitted by law and has consented to such relief and enforcement as provided in this Indenture, the Notes and the Note Guarantees (and the Notations of any other jurisdictionsGuarantee).

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer and each Guarantor Company (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed appointed, CT Corporation System, 000 Xxxxxx 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) 00000-0000 as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the Securities or this Indenture, the Notes and the Note Guarantees Indenture that may be instituted in any Federal United States federal or New York state court in the State The City of New YorkYork or brought under federal or state securities laws or brought by the Trustee or the Securities Administrator (whether in their individual capacities or in their capacities as Trustee or Securities Administrator hereunder (as applicable)) or, subject to Section 507, any Holder of Securities in any United States federal or New York state court in The City of New York, the Borough of Manhattan or brought under Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer Company (mailed or delivered to its Secretary at its principal office (which principal office on the date hereof is Royal Bank Plaza, North Tower, 000 Xxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX X0X 0X0) and in accordance with this the manner specified in Section 11.16 106 hereof), shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit suit, action or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Securities shall be outstanding; provided, however, that the Issuer Outstanding or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service amounts shall be payable in respect of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is 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 11.16. 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, the State of New Yorkany Securities. (b) To The Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. (c) To the extent that the Issuer or any Guarantor 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 each of them hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes Indenture and the Note Guarantees. In additionSecurities, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the each Issuer and each Guarantor (i) acknowledges that it has such Issuer has, by separate written instrument, irrevocably designated and appointed CT Corporation SystemCorporation, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 System (“CT”) (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, Agreement the Notes and the Note Guarantees or the Exchange Notes that may be instituted in any Federal federal or state court in the State of New York, The City of New York, the Borough of Manhattan York or brought under Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice notices of said service to the such Issuer in accordance with this Section 11.16 10(e) hereof shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Each Issuer and each Guarantor further agrees to take any and reasonable all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes and the Guarantees shall be outstanding; provided, however, that the such Issuer or any Guarantor may, by written notice to the TrusteeInitial Purchasers, designate such additional or alternative agent for service of process under this Section 11.16 (o) that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, York and (ii) is a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the any Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this IndentureAgreement, the Notes and the Note GuaranteesGuarantees and the Exchange Notes. In addition, the each Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this IndentureAgreement, the Notes and the Guarantees or the Note Guarantees Exchange Notes or the subject matter hereof or thereof may not be enforced in such courts. (c) . The Issuer Issuers and the Guarantors Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing Nothing in this Section 11.16 (o) shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the any Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, each of the Issuer and each Guarantor (i) acknowledges that it has has, by separate written instrument, irrevocably designated and appointed CT Corporation SystemConcoran H. Xxxxx, 000 Xxxxxx XxxxxxEsq., Senior Vice President and General Counsel, Converium Resinsurance (North America), Inc., Oxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) XX 00000, as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenturethe Notes, the Notes and the Note Guarantees Subordinated Guarantee or this Indenture that may be instituted in any Federal federal or state court in the State Borough of New YorkManhattan, The City of New York, the Borough of Manhattan York or brought under Federal or state State securities lawslaws or brought by the Trustee in its capacity as a trustee hereunder, and acknowledges that CT Corporation System Concoran H. Xxxxx, Esq. has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding or any claim of inconvenient forum, and (iii) agrees that service of process upon CT Corporation System Concoran H. Xxxxx, Esq. and written notice of said service to it (mailed or delivered to its Secretary at its principal office at the Issuer address specified in accordance with the first paragraph of this Section 11.16 instrument or at any other address previously furnished in writing to the Trustee) shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Issuer and each Guarantor the Guarantors further agrees agree to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System Concoran H. Xxxxx, Esq. in full force and effect or to appoint a successor satisfactory to the Trustee so long as this Indenture shall be in full force and effect or and so long as any of the Notes or the Subordinated Guarantee shall be outstanding; provided, however, . To the extent that any of the Issuer or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is 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 11.16. 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, the State of New York. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor 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 or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its respective obligations under each of this Indenture, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not Subordinated Guarantee to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law. Notwithstanding the foregoing, nothing in this Section 11.16 shall affect any actions arising out of or relating to the right of Notes, the Subordinated Guarantee or the Indenture may be instituted by the Issuer, the Guarantors, the Trustee to serve legal process or any Holder in any competent court in Switzerland, or such other manner permitted by law or affect competent jurisdiction, as the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictionscase may be.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureIndenture or any amendment or supplement hereto, each of the Issuer Company and each Guarantor any Guarantor, (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxxcurrently located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) 00000, as its authorized agent upon which process may be served in any suit suit, action or proceeding with respect to, arising out of of, or relating to this Indentureto, the Notes and the Note Guarantees Securities, this Indenture or any 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 Manhattan, or brought under Federal or state securities lawslaws 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) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer in accordance with this Section 11.16 shall be deemed in every respect effective service of process upon the Issuer Company or any such Guarantor, if anyas the case may be, in any such suit suit, action or proceeding. The Issuer Company and each any Guarantor further agrees agree to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingeffect; provided, however, provided that the Issuer or Company and any Guarantor maymay and shall (to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent agents for service of process under this Section 11.16 1.19 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, (ii) is are either (x) counsel for the Company and any Guarantor or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.161.19. Such notice shall identify the -41- name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, the State of New York. (b) . 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 the Guarantors appointed and acting in accordance with this Section 1.19. To the fullest extent permitted by applicable law, to the extent that the Issuer 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 any Guarantor hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes Indenture and the Note Guarantees. In additionSecurities, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Agent for Service") (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, Indenture or the Notes and the Note Guarantees Debt Securities that may be instituted in any Federal federal or state court in the State Borough of New YorkManhattan, The City of New York, the Borough State of Manhattan New York or brought under Federal federal or state securities laws, and acknowledges that CT Corporation System the Agent for Service has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System the Agent for Service and written notice of said service to the Issuer Company in accordance with this Section 11.16 10.01 shall be deemed in every respect to be effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System the Agent for Service in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Debt Securities shall be outstanding; provided, however, provided that the Issuer or any Guarantor mayCompany may (and, to the extent the Agent for Service ceases to be able to be served on the basis contemplated herein, shall), by written notice to the TrusteeTrustee and the Holders in accordance with Section 10.01, designate such additional or alternative agent for service of process under this Section 11.16 10.16 that (iA) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, York and (iiB) is either (x) counsel for the Company or (y) a corporate service company which that 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 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. Nothing herein shall affect the right of the Trustee or any Holder to serve process or to commence legal proceedings or otherwise proceed against the Company in Argentina in any other manner permitted by law. The Company hereby waives irrevocably, to the extent permitted by law, any objection to the laying of venue in New York, New York, and any claim of inconvenient forum in respect of any such action in New York, New York to which it might otherwise be entitled in any actions arising out of or based on this Indenture or the Debt Securities. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor 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 each of this Indenture, the Notes Indenture and the Note Guarantees. In addition, Debt Securities or the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise separate written instrument referenced in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) first paragraph of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts10.16. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Agreement that may be instituted in any Federal or state court in the Borough of Manhattan, City of New York, State of New York, The City of New York, the Borough of Manhattan or brought under the United States Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer Company in accordance with this Section 11.16 11 shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Class A Ordinary Shares shall be outstanding; provided, however, that the Issuer or any Guarantor Company may, by written notice to the TrusteeU.S. Representatives, designate such additional or alternative agent for service of process under this Section 11.16 14 that (i) maintains an office located in the Borough of Manhattan, The City of New York, in the State of New York, York and (ii) is either (x) counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer Company or any Guarantor has of its properties, assets or revenues may or may hereafter may acquire become entitled to, or have attributed to the Company, any immunity right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court New York or U.S. federal court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from any execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any such court in which proceedings may at any time be commenced, with respect to itself the obligations and liabilities of the Company, or its propertyany other matter under or arising out of or in connection with this Agreement or the International Purchase Agreement, it the Company hereby irrevocably and unconditionally waives such immunity in respect of its obligations under each of this Indentureright, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, plead or otherwise in claim any such suitimmunity, action and consents to such relief or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courtsenforcement. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation SystemNational Registered Agents, Inc. (the “Process Agent”), 000 Xxxxxx Xxxxxxxx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the Securities or this Indenture, the Notes and the Note Guarantees 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 Manhattan, or brought under Federal or state securities lawslaws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System the Process Agent has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System the Process Agent and written notice of said service to the Issuer it at its principal office in accordance with this Section 11.16 105 hereof), shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System the Process Agent in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Securities shall be outstanding; provided, however, provided that the Issuer or any Guarantor mayCompany may (and shall, to the extent the Process Agent ceases to be able to be served on the basis contemplated herein) by written notice to the Trustee, designate such additional or alternative agent agents for service of process under this Section 11.16 115 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, (ii) is 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 11.16115. 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, the State of New York. (b) . 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 115. To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor 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 each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the each Issuer and each Guarantor (i) acknowledges that it has such Issuer has, by separate written instrument, irrevocably designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 System (“CT”) (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this IndentureAgreement, the Notes and Securities or the Note Guarantees Exchange Securities that may be instituted in any Federal federal or state court in the State of New York, The City of New York, the Borough of Manhattan York or brought under Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice notices of said service to the such Issuer in accordance with this Section 11.16 11 hereof shall be deemed in every respect effective service of process upon the such Issuer or any Guarantor, if any, in any such suit or proceeding. The Each Issuer and each Guarantor further agrees to take any and all such reasonable action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Securities shall be outstanding; provided, however, that the such Issuer or any Guarantor may, by written notice to the TrusteeRepresentatives, designate such additional or alternative agent for service of process under this Section 11.16 18 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, York and (ii) is either (x) counsel for such Issuer or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the any Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this IndentureAgreement, the Notes Securities and the Note GuaranteesExchange Securities. In addition, the each Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the abovementioned courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this IndentureAgreement, the Notes Securities or the Note Guarantees Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. (c) . The Issuer Issuers and the Guarantors Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing Nothing in this Section 11.16 18 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the any Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, each of the Issuer Company and each Guarantor (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) System as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees or this Indenture that may be instituted in any Federal or state State court in the State of New York, The City of New York, the Borough of Manhattan Manhattan, or brought under Federal or state State securities lawslaws 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) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer it (mailed or delivered to its Executive Director at its principal office as specified in accordance with this Section 11.16 11.02 hereof), shall be -85- deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Issuer Company and each Guarantor further agrees agree to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System System, in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingeffect; provided, however, PROVIDED that the Issuer or any Guarantor mayCompany may and shall (to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 11.09 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, (ii) is 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 11.1611.09. 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, the State of New York. (b) . 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 any Guarantors, if any, appointed and acting in accordance with this Section 11.09. To the fullest extent permitted by applicable law, to the extent that the Issuer 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 such Guarantor hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes Indenture and the Note Guarantees. In additionSecurities, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the Issuer Company and each Guarantor the Selling Shareholder (i) acknowledges acknowledge that it has irrevocably they have, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) ), as its their authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Agreement that may be instituted in any Federal or state court in the Borough of Manhattan, City of New York, State of New York, The City of New York, the Borough of Manhattan or brought under the United States Federal or state securities laws, and acknowledges acknowledge that CT Corporation System has accepted such designation, (ii) irrevocably submits submit to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees agree that service of process upon CT Corporation System and written notice of said service to the Issuer Company and the Selling Shareholder in accordance with this Section 11.16 12 shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company and the Selling Shareholder in any such suit or proceeding. The Issuer Company and each Guarantor the Selling Shareholder further agrees agree to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Class A Ordinary Shares shall be outstanding; providedPROVIDED, howeverHOWEVER, that the Issuer or any Guarantor Company and the Selling Shareholder may, by written notice to the TrusteeU.S. Representative, designate such additional or alternative agent for service of process under this Section 11.16 15 that (i) maintains an office located in the Borough of Manhattan, The City of New York, in the State of New York, York and (ii) is either (x) counsel for the Company and the Selling Shareholder or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer Company and the Selling Shareholder or any Guarantor has of their respective properties, assets or revenues may or may hereafter may acquire become entitled to, or have attributed to the Company and the Selling Shareholder, any immunity right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court New York or U.S. Federal court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from any execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any such court in which proceedings may at any time be commenced, with respect to itself the obligations and liabilities of the Company and the Selling Shareholder, or its propertyany other matter under or arising out of or in connection with this Agreement or the International Purchase Agreement, it the Company and the Selling Shareholder hereby irrevocably waives and unconditionally waive such immunity in respect of its obligations under each of this Indentureright, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees agree not to assert, by way of motion, as a defense, plead or otherwise in claim any such suitimmunity, action and consent to such relief or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courtsenforcement. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the each Issuer and each Guarantor (i) acknowledges that it has such Issuer has, by separate written instrument, irrevocably designated and appointed CT Corporation SystemCorporation, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this IndentureAgreement, the Notes and Securities or the Note Guarantees Exchange Securities that may be instituted in any Federal federal or state court in the State of New York, The City of New York, the Borough of Manhattan York or brought under Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice notices of said service to the such Issuer in accordance with this Section 11.16 11 hereof shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Each Issuer and each Guarantor further agrees to take any and all such reasonable action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Securities shall be outstanding; provided, however, that the such Issuer or any Guarantor may, by written notice to the TrusteeInitial Purchasers, designate such additional or alternative agent for service of process under this Section 11.16 18 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, York and (ii) is either (x) counsel for such Issuer or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the any Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this IndentureAgreement, the Notes Securities and the Note GuaranteesExchange Securities. In addition, the each Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this IndentureAgreement, the Notes Securities or the Note Guarantees Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. (c) . The Issuer Issuers and the Guarantors Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing Nothing in this Section 11.16 18 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the any Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 ("CT Corporation System") (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Agreement that may be instituted in any Federal federal or state court in the State of New York, The City of New York, the Borough of Manhattan Manhattan, State of New York or brought under Federal federal or state securities laws, and acknowledges acknowledge that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer Company in accordance with this Section 11.16 13 shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if anyCompany, in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Units, the Notes, the Exchange Notes or the Private Exchange Notes shall be outstanding; provided, however, provided that the Issuer or any Guarantor mayCompany may and to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein shall, by written notice to the TrusteeInitial Purchasers, designate such additional or alternative agent for service of process under this Section 11.16 18 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, York and (ii) is either (x) counsel for the Com- pany or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor Company has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which the Company owns or leases property or assets, (ii) the United States or the State of New York or (iii) the Federative Republic of Brazil or any political subdivision thereof 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 propertyproperty and assets or this Agreement or any of the Units, it the Notes, Exchange Notes or Private Exchange Notes or actions to enforce judgments in respect of any thereof, the Company hereby irrevocably waives such immunity in respect of its obligations under each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, each of the Issuer Company and each Guarantor (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) System as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees or this Indenture that may be instituted in any United States Federal or state State court in the State of New York, The City of New York, the Borough of Manhattan Manhattan, or brought under United States Federal or state State securities lawslaws 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) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer it (mailed or delivered to its Executive Director at its principal office as specified in accordance with this Section 11.16 11.02 hereof), shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Issuer Company and each Guarantor further agrees agree to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System System, in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingeffect; provided, however, provided that the Issuer or any Guarantor mayCompany may and shall (to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 11.09 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, (ii) is 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 11.1611.09. 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, the State of New York. (b) . 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 any Guarantors, if any, appointed and acting in accordance with this Section 11.09. To the fullest extent permitted by applicable law, to the extent that the Issuer 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 such Guarantor hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes Indenture and the Note Guarantees. In additionSecurities, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer and each Guarantor (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation SystemTrust Company (the “Process Agent”), 000 0000 Xxxxxx XxxxxxXxxxxx , Xxx XxxxXxxxxxxxxx, Xxx Xxxx 00000 (and Xxxxxxxx, 00000, or any successor entity) successor, as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the Guarantee or this Indenture, the Notes and the Note Guarantees 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 Manhattan, or brought under Federal or state securities lawslaws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System the Process Agent has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System the Process Agent and written notice of said service to the Issuer it at its principal office in accordance with this Section 11.16 1.05 hereof), shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Issuer and each Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System the Process Agent in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Guarantee shall be outstanding; provided, however, provided that the Issuer or any Guarantor maymay (and shall, to the extent the Process Agent ceases to be able to be served on the basis contemplated herein) by written notice to the Trustee, designate such additional or alternative agent agents for service of process under this Section 11.16 1.15 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, (ii) is are either (x) counsel for 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 11.161.15. 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. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Guarantor appointed and acting in accordance with this Section 1.15. By execution and delivery of this Indenture, the Company submits to the jurisdiction of any federal or state court in the State of New York. (b) , The City of New York, the Borough of Manhattan, in any suit, action or proceeding arising out of or relating to the Securities or this Indenture. To the fullest extent permitted by applicable law, to the extent that the Issuer Company or any 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 hereby irrevocably waives such immunity in respect of its obligations under each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Co-Issuers and each Guarantor hereby irrevocably consent and agree to the execution service of any and delivery all legal process, summons, notices and documents in any such action, suit or proceeding brought against them with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, by serving a copy thereof upon any employee of any of the Issuer and each Co-Issuers or any Guarantor (iin such capacity, the “Co-Issuer Process Agent”) acknowledges at any business location that it has the Co-Issuers or any Guarantor may maintain from time to time in the United States including, without limitation, at the offices of Navios Corporation located at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000. (b) If at any time neither the Co-Issuers nor any Guarantor maintains a bona fide business location in the State of New York, then the Co-Issuers and the Guarantors shall promptly (and in any event within 10 days) irrevocably designated designate, appoint and appointed empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or another third party corporate service provider of national standing), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any successor entity) as its authorized agent upon which process and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or relating to in connection with this Indenture, the Notes Indenture and the Note Guarantees that may be instituted in any Federal or state court in the State of New Yorkmade on such designee, The City of New York, the Borough of Manhattan or brought under Federal or state securities laws, appointee and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer agent in accordance with this Section 11.16 shall be deemed in every respect effective service of process upon legal procedures prescribed for such courts (the Issuer or any Guarantor, if any, in any such suit or proceeding. The Issuer and “Third Party Process Agent”; each Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Co-Issuer Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be outstanding; provided, however, that the Issuer or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is 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 available to act as agent for service such, each of process in accordance with this Section 11.16. Such notice shall identify the name of such agent for process Co-Issuers and the address of such agent for process Guarantors agrees to designate a new Third Party Process Agent in the Borough of Manhattan, The City County of New York, York on the State of New York. (b) To terms and for the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) purposes of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts13.15. (c) The Issuer Each of the Co-Issuers and the Guarantors further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (b) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Co-Issuers, at its address specified in or designated pursuant to this Indenture. Each of the Co-Issuers and the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (d) Each of the Co-Issuers and each Guarantor agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To Nothing herein shall in any way be deemed to limit the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right ability of the Trustee or any Holder to serve any such legal process process, summons, notices and documents in any other manner permitted by applicable law or affect to obtain jurisdiction over the Co-Issuers or the Guarantors or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (e) The provisions of this Section 13.15 shall survive any termination of this Indenture, in whole or in part. (f) Each of the Co-Issuers and each of the Guarantors hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Co-Issuers and the Guarantors, and their obligations under this Indenture, the Notes and the Note Guarantees (and the Notations of Guarantee), are subject to civil and commercial law and to suit and none of the Co-Issuers, the Guarantors or any of their respective properties, assets or revenues have any right of immunity, on the Trustee grounds of sovereignty, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any of any [Greek, Maltese, Xxxxxxxx Islands, Belgian, Panamanian, Liberian, New York State or U.S. federal court], as the case may be, from service of process, attachment upon or prior to bring any action judgment, or attachment in aid of execution of judgment, or from execution or enforcement of a judgment, or other legal process or proceeding against for the Issuer giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations or liabilities or any other matter under or arising out of or in connection with this Indenture, the Notes and the Note Guarantees (and the Notations of Guarantee); and, to the extent that the Co-Issuers, any Guarantor or its property any of their respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, each of the courts Co-Issuers and the Guarantors waived or will waive such right to the extent permitted by law and has consented to such relief and enforcement as provided in this Indenture, the Notes and the Note Guarantees (and the Notations of any other jurisdictionsGuarantee).

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation SystemNational Registered Agents, 000 Xxxxxx XxxxxxInc. (the "Process Agent"), Xxx Xxxx440 9th Avenue, Xxx Xxxx 00000 (and any successor entity) 5th Floor, New York, New York 10001, United States, as its authorized agent upon which process may be served in any suit xxxxx xxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xxxt, action or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees 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 Manhattan, or brought under Federal or state securities lawslaws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System the Process Agent has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System the Process Agent and written notice of said service to the Issuer it at its principal office in accordance with this Section 11.16 105 hereof), shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System the Process Agent in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Securities shall be outstanding; provided, however, provided that the Issuer or any Guarantor mayCompany may (and shall, to the extent the Process Agent ceases to be able to be served on the basis contemplated herein) by written notice to the Trustee, designate such additional or alternative agent agents for service of process under this Section 11.16 115 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, (ii) is 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 11.16115. 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, the State of New York. (b) . 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 115. To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor 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 each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, each of the Issuer and each Guarantor Issuers (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 ("CT Corporation System") (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Agreement that may be instituted in any Federal federal or state court in the State of New York, The City of New York, the Borough of Manhattan Manhattan, State of New York or brought under Federal federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer such Issuers in accordance with this Section 11.16 7(d) shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if anysuch Issuers, in any such suit or proceeding. The Issuer and each Guarantor Each of the Issuers further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes, Exchange Notes or Private Exchange Notes shall be outstanding; provided, however, provided that the Issuer or any Guarantor mayIssuers may and to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein, shall, by written notice to the TrusteeUnderwriters, designate such additional or alternative agent for service of process under this Section 11.16 7(1) that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, York and (ii) is either (x) counsel for the Issuers or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that any of the Issuer or any Guarantor Issuers has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which such Issuer owns or leases prop- erty or assets, (ii) the United States or the State of New York or (iii) the Federative Republic of Brazil or any political subdivision thereof 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 propertyproperty and assets or this Agreement or any of the Notes, Exchange Notes or Private Exchange Notes or actions to enforce judgments in respect of any thereof, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instruments, designated and appointed CT Corporation System, 000 Milberg Weiss Bershad Hynes & Xxxxxx XxxxxxXXX, Xxx Xxnxxxxxanix Xxxxa, New Xxxx, Xxx Xxxx XX 00000 (and any successor entity) xxx xxx xxxxxxxxx xxxxxx, "Agent"), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Agreement that may be instituted in any Federal federal or state court in the State Borough of New YorkManhattan, The City of New York, the Borough State of Manhattan or brought under Federal or state securities laws, New York and acknowledges represents and warrants that CT Corporation System Agent has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System Agent and written notice of said service to the Issuer Company in accordance with the provisions of this Section 11.16 Agreement shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System Agent in full force and effect so for as long as this Indenture shall be in full force and effect or any of the Notes shall be Securities remain outstanding; provided, however, that the Issuer or any Guarantor Company may, and to the extent Agent ceases to be able to be served on the basis contemplated herein shall, by written notice to the Escrow Agent and Trustee, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, and (ii) is either (x) United States 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 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor Company has or hereafter may acquire any immunity from jurisdiction of any court of any jurisdiction in which the Company owns or leases property or assets or the United States or the State of New York, 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 propertyproperty and assets or this Agreement, it the Indenture, the Escrow Account or the other Collateral or actions to enforce judgments in respect of any thereof, the Company hereby irrevocably waives such immunity in respect of its obligations under each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Third Supplemental Indenture, the Issuer Company and each Guarantor (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to this the Notes, the Indenture, the Notes and First Supplemental Indenture, the Note Guarantees Second Supplemental Indenture or this Third Supplemental Indenture that may be instituted in any Federal or state State court in the State of New York, The City of New York, the Borough of Manhattan Manhattan, or brought under Federal or state State securities lawslaws 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) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above proceedings, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to it (mailed or delivered to its Executive Director at its principal office as specified in Section 11.02 of the Issuer in accordance with this Section 11.16 Indenture), shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Issuer Company and each Guarantor further agrees agree to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System Corporation, in full force and effect so long as this the Indenture shall be in full force and effect or any of the Notes shall be outstandingeffect; provided, however, PROVIDED that the Issuer or any Guarantor mayCompany may and shall (to the extend CT Corporation ceases to be able to be served on the basis contemplated herein), by written notice to the TrusteeTrust, designate such additional or alternative agent agents for service of process under this Section 11.16 2.08 that (i) maintains an office located in the Borough of or Manhattan, The City of New York, York in the State of New York, (ii) is 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 or process in accordance with this Section 11.16. 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, the State of New York2. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) 68 -63- By the execution and delivery of this Indenture, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instruments, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 ("XT Corporation System") (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Indenture that may be instituted in any Federal federal or state court in the State Borough of New YorkManhattan, The City of New York, the Borough State of Manhattan New York or brought under Federal federal or state securities laws, and acknowledges represent and warrant that CT Corporation System has accepted such designation, (ii) irrevocably submits submit to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees agree that service of process upon CT Corporation System and written notice of said service to the Issuer Company, in accordance with this Section 11.16 10.02 shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so for as long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingSecurities remain outstanding (subject to the limitation set forth in clause (i)); provided, however, that the Issuer or any Guarantor Company may, and to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein shall, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 10.14 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, and (ii) is either (x) United States counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor Company has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which the Company owns or leases property or assets, (ii) the United States or the State of New York or (iii) the Netherlands 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 propertyproperty and assets or this Agreement or any of the Notes or actions to enforce judgments in respect of any thereof, it the Company hereby irrevocably waives such immunity in respect of its obligations under each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer and each Guarantor (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx 00 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the Noteholder Collateral Platform Guarantees or this Indenture, the Notes and the Note Guarantees Indenture (but for that purpose only) that may be instituted in any Federal U.S. federal or state court located in the State Borough of New York, Manhattan in The City of New York, the Borough of Manhattan or brought under Federal federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court courts in any such suit suit, action or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer it (mailed or delivered to its Chief Financial Officer at its principal office in accordance with this Toronto, Ontario as specified in Section 11.16 14.01 hereof), shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. Notwithstanding the foregoing, the Issuer reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor authorized agent, and upon acceptance of such consent to service of process by such a successor the designation of the prior authorized agent shall terminate. The Issuer shall give notice to the Trustee and each Guarantor all Holders of the designation by them of a successor authorized agent. If for any reason the authorized agent ceases to be able to act as the authorized agent or to have an address in the Borough of Manhattan, The City of New York, the Issuer will designate a successor authorized agent in accordance with the preceding sentence. The Issuer further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, that the Issuer or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is 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 11.16effect. 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, the State of New York. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer 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 Issuer hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes Indenture and the Note Guarantees. In additionNotes, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer Company and each Note Guarantor (i) acknowledges that it has irrevocably designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and Notes, the Note Guarantees and the Security Documents 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, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer Company in accordance with this Section 11.16 14.15 shall be deemed in every respect effective service of process upon the Issuer Company or any Note Guarantor, if any, in any such suit or proceeding. The Issuer Company and each Note Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, that the Issuer Company or any Note Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 14.15 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is 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 11.1614.15. 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, the State of New York. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer Company or any Note Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes Notes, the Note Guarantees and the Note GuaranteesSecurity Documents. In addition, the Issuer Company and each Note Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or Notes, the Note Guarantees or the Security Documents or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer Company and the Note Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing Nothing in this Section 11.16 14.15 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer Company or any Note Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Issuer and the execution and delivery of this IndentureNote Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York, New York. The Issuer and each Guarantor (i) acknowledges the Note Guarantors have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that it has irrevocably designated any proceeding in any such court is brought in an inconvenient forum. The Issuer and the Note Guarantors have appointed CT Corporation SystemCorporate Creations Network Inc., 000 Xxxxxx Xxxxxx1040 Avenue of the Americas #2400, Xxx Xxxx, Xxx Xxxx XX 00000 (and any successor entityU.S.A.) as its each of their authorized agent upon which whom all writs, process and summonses may be served in any suit suit, action or proceeding arising out of or relating to this Indenture, based upon the Indenture or the Notes and the Note Guarantees that which may be instituted in any Federal state or state federal court in the State of New York, The City of New York, New York. To the Borough of Manhattan or brought under Federal or state securities laws, and acknowledges extent that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer in accordance with this Section 11.16 shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, in any such suit or proceeding. The Issuer and each Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, that the Issuer or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is 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 11.16. 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, the State of New York. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, it hereby the Issuer and the Note Guarantors have irrevocably waives waived and agreed not to plead or claim such immunity in respect of its obligations under each the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: To assign this Note, fill in the form below: I or we assign and transfer this Note to and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.12 or Section 3.8 of the Indenture, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.check either box: ¨ ¨

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By Each of the execution and delivery of this IndentureIssuer, the Issuer Guarantor and each Holdings agrees that any suit, action or proceeding against the Issuer, the Guarantor (i) acknowledges that or Holdings, brought by any Initial Purchaser, the directors, officers, employees and agents of any Initial Purchaser, or by any person who controls any Initial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in the Borough of Manhattan, City of New York, New York, and waives any objection which it may nor or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Issuer, the Guarantor and Holdings has irrevocably designated and appointed CT Corporation System, 000 with offices on the date hereof at 111 Xxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) as XX 00000, xx its authorized agent (the "Agent"), upon which whom process may be served in any suit suit, action or proceeding arising out of or relating to based upon this Indenture, Agreement or the Notes and the Note Guarantees that transactions contemplated herein which may be instituted in any Federal state or state federal court in the State Borough of New YorkManhattan, The City of New York, New York, by any Initial Purchaser, the Borough directors, officers, employees and agents of Manhattan any Initial Purchaser, or brought under Federal or state securities lawsby any person, if any, who controls any Initial Purchaser, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit suit, action or proceeding proceeding. Each of the Issuer, the Guarantor and Holdings hereby represents and warrants that the Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Issuer, the Guarantor and Holdings agree to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in subsection (a)(i) above full force and (iii) agrees that service effect as aforesaid. Service of process upon CT Corporation System and written notice of said service to the Issuer in accordance with this Section 11.16 Agent shall be deemed deemed, in every respect respect, effective service of process upon the Issuer Issuer, the Guarantor and Holdings. Notwithstanding the foregoing, any action involving the Guarantor arising out of or based upon this Agreement may be instituted by any GuarantorInitial Purchaser, if anythe directors, officers, employees and agents of any Initial Purchaser, or by any person who controls any Initial Purchaser, in any such suit or proceeding. court of competent jurisdiction in The Issuer and each Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, that the Issuer or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New YorkNetherlands, the State Republic of New York, (ii) is a corporate service company which acts as agent for service of process for other Persons Poland or in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16Luxembourg. 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, the State of New York. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer either of the Issuer, the Guarantor or any Guarantor Holdings 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 each of this Indenture, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courtsabove-referenced documents. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureIndenture or any amendment or supplement hereto, each of the Issuer Company and each Guarantor Guarantor, (ia) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxxcurrently located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) 00000, as its authorized agent agent, upon which process may be served in any suit suit, action or proceeding with respect to, arising out of of, or relating to to, the Securities and this Indenture, the Notes and the Note Guarantees that may be instituted in any United States Federal or state court in the State of New York, The City of New York, the Borough of Manhattan Manhattan, or brought under Federal or state securities lawslaws 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, designation (which appointment the Company hereby (i) acknowledges was unconditional and (ii) irrevocably agrees not to revoke), (b) submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above proceeding, and (iiic) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer in accordance with this Section 11.16 shall be deemed in every respect effective service of process upon the Issuer Company or any such Guarantor, if anyas the case may be, in any such suit suit, action or proceeding. The Issuer Company and each Guarantor further agrees agree to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingeffect; provided, however, provided that the Issuer or any Company and each Guarantor maymay and shall (to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent or agents for service of process under this Section 11.16 1.18 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, (ii) is 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 persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.161.18. 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, the State of New York. (b) . 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 the Guarantors appointed and acting in accordance with this Section 1.18. To the fullest extent permitted by applicable law, to the extent that the Issuer 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 obligations under each of this Indenture, the Notes Indenture and the Note Guarantees. In additionSecurities, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the Issuer Company and each Guarantor the Selling Shareholder (i) acknowledges acknowledge that it has irrevocably they have, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) ), as its their authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Agreement that may be instituted in any Federal or state court in the Borough of Manhattan, City of New York, State of New York, The City of New York, the Borough of Manhattan or brought under the United States Federal or state securities laws, and acknowledges acknowledge that CT Corporation System has accepted such designation, (ii) irrevocably submits submit to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees agree that service of process upon CT Corporation System and written notice of said service to the Issuer Company and the Selling Shareholder in accordance with this Section 11.16 12 shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company and the Selling Shareholder in any such suit or proceeding. The Issuer Company and each Guarantor the Selling Shareholder further agrees agree to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Class A Ordinary Shares shall be outstanding; providedPROVIDED, howeverHOWEVER, that the Issuer or any Guarantor Company and the Selling Shareholder may, by written notice to the TrusteeLead Managers, designate such additional or alternative agent for service of process under this Section 11.16 15 that (i) maintains an office located in the Borough of Manhattan, The City of New York, in the State of New York, York and (ii) is either (x) counsel for the Company and the Selling Shareholder or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer Company and the Selling Shareholder or any Guarantor has of their respective properties, assets or revenues may or may hereafter may acquire become entitled to, or have attributed to the Company and the Selling Shareholder, any immunity right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court New York or U.S. Federal court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from any execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any such court in which proceedings may at any time be commenced, with respect to itself the obligations and liabilities of the Company and the Selling Shareholder, or its propertyany other matter under or arising out of or in connection with this Agreement or the U.S. Purchase Agreement, it the Company and the Selling Shareholder hereby irrevocably waives and unconditionally waive such immunity in respect of its obligations under each of this Indentureright, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees agree not to assert, by way of motion, as a defense, plead or otherwise in claim any such suitimmunity, action and consent to such relief or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courtsenforcement. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureIndenture or any amendment or supplement hereto, each of the Issuer Company and each Guarantor the Guarantors (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation SystemSystem (the AProcess Agent@) currently located at 1633 Broadway, 000 Xxxxxx XxxxxxNew York, Xxx XxxxNew Yxxx 00000, Xxx Xxxx 00000 (and any successor entity) as its authorized agent upon xx xxx xxxxxxxxxx xxxxx xxon which process may be served in any suit suit, action or proceeding with respect to, arising out of of, or relating to to, this Indenture, the Guarantees, or the Senior Subordinated Notes and the Note Guarantees that or brought under U.S. federal or state securities laws, which suit, action or proceeding may be instituted in any Federal U.S. federal or state court located in the State of New York, The City of New York, the Borough of Manhattan or brought under Federal or state securities lawsNew York, and acknowledges that CT Corporation System the Process Agent has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding and irrevocably waives, to the fullest extent that it may effectively and lawfully do so, any obligation to the laying of venue of any such suit, action or proceeding and the defense of an inconvenient forum to the maintenance of any such suit action or proceeding in subsection (a)(i) above such court, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer in accordance with this Section 11.16 Process Agent shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit suit, action or proceeding. The Issuer Company and each Guarantor the Guarantors further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System the Process Agent in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingeffect; provided, however, provided that the Issuer or any Guarantor mayCompany may and shall (to the extent the Process Agent ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent agents for service of process under this Section 11.16 13.10 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, (ii) is are either (a) counsel for the Company or (b) 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 11.1613.10. 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, the State of New York. (b) . Upon the request of any Holder of a Senior Note, 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 Guarantor appointed and acting in accordance with this Section 13.10. To the fullest extent permitted by applicable law, to the extent that the Issuer 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 propertyProperty, it each of the Company and the Guarantors hereby irrevocably waives such immunity in respect of its obligations Obligations under each of this Indenture, the Notes Guarantees and the Note Guarantees. In additionSenior Subordinated Notes, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT The Corporation SystemServices Company, 000 Xxxxxx Xxxxxx80 State Street, Xxx Xxxx6th Floor, Xxx Xxxx 00000 Albany, New York 12207-2543 (and any successor entitythe "Agent") as its authorized agent upon (xxx xxx xxxxxxxxx xxxxxx), xx xxx xxxxxxxxxx xxxxx xxon which process may be served in any suit or proceeding arising out of or relating to this IndentureAgreement, the Initial Notes and or the Note Guarantees Exchange Notes that may be instituted in any Federal federal or state court in the State of New York, The City of New York, the Borough of Manhattan Manhattan, State of New York or brought under Federal federal or state securities laws, and acknowledges that CT Corporation System the Agent has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System the Agent and written notice of said service to the Issuer Company in accordance with Section 7(d) of this Section 11.16 Agreement shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System the Agent in full force and effect so long as this Indenture shall be in full force and effect or any of the Initial Notes or Exchange Notes shall be outstanding; provided, however, PROVIDED that the Issuer or any Guarantor mayCompany may (and, to the extent the Agent ceases to be able to be served on the basis contemplated herein, shall), by written notice to the TrusteeInitial Purchasers and the holders of Initial Notes and Exchange Notes in accordance with Section 7(d) of this Agreement, designate such additional or alternative agent for service of process under this Section 11.16 7(j) that (i) maintains an office located in the Borough of Manhattan, The City of New York, the Borough of Manhattan, State of New York, York and (ii) is a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16. busine/section/ Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the Borough of Manhattan, State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor 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 each of this IndentureAgreement, the Notes and the Note Guarantees. In additionInitial Notes, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this IndentureExchange Notes, the Notes Indenture (or any similar agreement used in connection with the Exchange Offer) or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing separate written instrument referenced in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions7.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the Issuer and each Guarantor Canadian Abraxas (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this IndentureAgreement, the Notes and Registration Rights Agreement, the Note Guarantees Securities, the Exchange Notes, the Private Exchange Notes, if any, or the 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 Manhattan, or brought under Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer Canadian Abraxas in accordance with this Section 11.16 13 shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Canadian Abraxas in any such suit or proceeding. The Issuer and each Guarantor Canadian Abraxas further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Securities, the Exchange Notes, the Private Exchange Notes, if any, shall be outstanding; provided, however, provided that the Issuer or any Guarantor Canadian Abraxas may, by written notice to the TrusteeInitial Purchasers, designate such additional or alternative agent for service of process under this Section 11.16 18 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, ; (ii) is either (x) counsel for Canadian Abraxas or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.1618. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer Issuer, the Subordinated Guarantor and each Guarantor (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 System (the "Agent") (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this IndentureIndenture or any Note, the Notes and the Note Guarantees Subordinated Guarantee or any Guarantee that may be instituted in any Federal federal or state court in the State Borough of New YorkManhattan, The City of New York, the Borough State of Manhattan New York or brought under Federal any Note or state securities laws, Guarantee and acknowledges that CT Corporation System the Agent has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System the Agent and written notice of said service to the Issuer and the Guarantors in accordance with this Section 11.16 10.15 shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, and the Guarantors in any such suit or proceeding. The Issuer and each Guarantor the Guarantors further agrees agree to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System the Agent in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, that the Issuer or any Guarantor mayand the Guarantors may (and, to the extent the Agent ceases to be able to be served on the basis contemplated herein, shall), by written notice to the Trustee, Trustee and the holders of the Notes in accordance with this Section 10.15 designate such additional or alternative agent for service of process under this Section 11.16 10.15 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, York and (ii) is a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer 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 each of this Indenture, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not above-referenced documents to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer and each Guarantor (i) acknowledges that it has irrevocably has, by sepa- rate written instrument, designated and appointed CT Corporation System, 000 110 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) as xs its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the Noteholder Collateral Platform Guarantees or this Indenture, the Notes and the Note Guarantees Indenture (but for that purpose only) that may be instituted in any Federal U.S. federal or state court located in the State Borough of New York, Manhattan in The City of New York, the Borough of Manhattan or brought under Federal federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-non- exclusive jurisdiction of any such court courts in any such suit suit, action or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer it (mailed or delivered to its Chief Financial Officer at its principal office in accordance with this Toronto, Ontario as specified in Section 11.16 14.01 hereof), shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. Not- withstanding the foregoing, the Issuer reserves the right to appoint another Person located or with an of- fice in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor author- ized agent, and upon acceptance of such consent to service of process by such a successor the designation of the prior authorized agent shall terminate. The Issuer shall give notice to the Trustee and each Guarantor all Holders of the designation by them of a successor authorized agent. If for any reason the authorized agent ceases to be able to act as the authorized agent or to have an address in the Borough of Manhattan, The City of New York, the Issuer will designate a successor authorized agent in accordance with the preceding sentence. The Issuer further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, that the Issuer or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is 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 11.16effect. 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, the State of New York. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer 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, attach- ment in aid of execution, execution or otherwise) with respect to itself or its property, it the Issuer hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes Indenture and the Note Guarantees. In additionNotes, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureIndenture or any amendment or supplement hereto, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx XxxxxxSystem (the "Process Agent") currently located at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) as 00000, xx its authorized agent upon which process may be served in any suit suit, action or proceeding with respect to, arising out of of, or relating to to, this IndentureIndenture or the Senior Notes or brought under U.S. federal or state securities laws, the Notes and the Note Guarantees that may be instituted in any Federal U.S. federal or state court located in the State of New York, The City of New York, the Borough of Manhattan or brought under Federal or state securities lawsNew York, and acknowledges that CT Corporation System the Process Agent 80 80 has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer in accordance with this Section 11.16 Process Agent shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit suit, action or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System the Process Agent in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingeffect; provided, however, provided that the Issuer or any Guarantor mayCompany may and shall (to the extent the Process Agent ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent agents for service of process under this Section 11.16 10.9 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, (ii) is are either (a) counsel for the Company or (b) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and 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 11.1610.9. 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, the State of New York. (b) . Upon the request of any Holder of a Senior Note, 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 10.9. To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor 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 obligations under each of this Indenture, the Notes Indenture and the Note Guarantees. In additionSenior Notes, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, each of CNANV and the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably designated hereby designates and appointed appoints CT Corporation System, 000 Xxxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 ("CT CORPORATION SYSTEM") (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Agreement that may be instituted in any Federal federal or state court in the State of New York, The City of New York, the Borough of Manhattan Manhattan, State of New York or brought under Federal federal or state securities laws, and acknowledges agrees to furnish to each other party hereto, promptly following the execution hereof, satisfactory evidence that CT Corporation System system has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer Company in accordance with this Section 11.16 8(d) shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if anyeach of such Persons, in any such suit or proceeding. The Issuer Each of the CNANV and each Guarantor the Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Units, Notes or Registrable Securities shall be outstanding; provided, however, PROVIDED that each of CNANV and the Issuer or any Guarantor mayCompany may and to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein shall, by written notice to the Trusteeholders of Registrable Securities, designate such additional or alternative agent for service of process under this Section 11.16 8(j) that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, York and (ii) is either (x) counsel for such person or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that any of the Issuer CNANV or any Guarantor the Company has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which they own or lease property or assets, (ii) the United States or the State of New York, (iii) the Netherlands or any political subdivision thereof or (iv) the Netherlands Antilles or any political subdivision thereof 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 propertyproperty and assets or this Agreement or any of the Units, it the Notes or the Registrable Securities or actions to enforce judgments in respect of any thereof, each of the CNANV and the Company hereby irrevocably waives such immunity in respect of its obligations under each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer Company and each Guarantor (i) acknowledges that it has irrevocably designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and Notes, the Note Guarantees and the Security Documents 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, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer Company in accordance with this Section 11.16 12.14 shall be deemed in every respect effective service of process upon the Issuer Company or any Guarantor, if any, in any such suit or proceeding. The Issuer Company and each Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, that the Issuer Company or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 12.14 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is 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 11.1612.14. 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, the State of New York. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes Notes, the Note Guarantees and the Note GuaranteesSecurity Documents. In addition, the Issuer Company and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or Notes, the Note Guarantees or the Security Documents or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer Company and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing Nothing in this Section 11.16 12.14 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer Company or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instruments, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 ("XT Corporation System") (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Agreement that may be instituted in any Federal federal or state court in the State Borough of New YorkManhattan, The City of New York, the Borough State of Manhattan New York or brought under Federal federal or state securities laws, and acknowledges represent and warrant that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees agree that service of process upon CT Corporation System and written notice of said service to the Issuer Company in accordance with the provisions of this Section 11.16 Agreement shall be deemed in every respect to be effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so for as long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingremain outstanding (subject to the limitation set forth in clause (i)); provided, however, that the Issuer or any Guarantor Company may, and to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein shall, by written notice to the Escrow Agent and the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, and (ii) is either (x) United States 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 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor Company has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which the Company owns or leases property or assets, (ii) United States or the State of New York or (iii) The Netherlands 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 propertyproperty and assets or this Agreement or the Escrow Account or actions 27 26 to enforce judgments in respect of any thereof, it the Company hereby irrevocably waives such immunity in respect of its obligations under each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureIndenture or any amendment or supplement hereto, each of the Issuer Company and each Guarantor Guarantor, (ia) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxxcurrently located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) 00000, as its authorized agent agent, upon which process may be served in any suit suit, action or proceeding with respect to, arising out of of, or relating to to, the Securities and this Indenture, the Notes and the Note Guarantees that may be instituted in any United States Federal or state court in the State of New York, The City of New York, the Borough of Manhattan Manhattan, or brought under Federal or state securities lawslaws 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, designation (which appointment the Company hereby (i) acknowledges was unconditional and (ii) irrevocably agrees not to revoke), (b) submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above proceeding, and (iiic) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer in accordance with this Section 11.16 shall be deemed in every respect effective service of process upon the Issuer Company or any such Guarantor, if anyas the case may be, in any such suit suit, action or proceeding. The Issuer Company and each Guarantor further agrees agree to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingeffect; provided, however, provided that the Issuer or any Company and each Guarantor maymay and shall (to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent or agents for service of process under this Section 11.16 1.17 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, (ii) is 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 persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.161.17. 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, the State of New York. (b) . 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 the Guarantors appointed and acting in accordance with this Section 1.17. To the fullest extent permitted by applicable law, to the extent that the Issuer 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 obligations under each of this Indenture, the Notes Indenture and the Note Guarantees. In additionSecurities, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the each Issuer and each Guarantor (i) acknowledges that it has such Issuer has, by separate written instrument, irrevocably designated and appointed CT Corporation SystemCorporation, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this IndentureAgreement, the Notes and Securities or the Note Guarantees Exchange Securities that may be instituted in any Federal federal or state court in the State of New York, The City of New York, the Borough of Manhattan York or brought under Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice notices of said service to the such Issuer in accordance with this Section 11.16 10 hereof shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Each Issuer and each Guarantor further agrees to take any and all such reasonable action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Securities shall be outstanding; provided, however, that the such Issuer or any Guarantor may, by written notice to the TrusteeRepresentatives, designate such additional or alternative agent for service of process under this Section 11.16 17 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, York and (ii) is either (x) counsel for such Issuer or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the any Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this IndentureAgreement, the Notes Securities and the Note GuaranteesExchange Securities. In addition, the each Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this IndentureAgreement, the Notes Securities or the Note Guarantees Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. (c) . The Issuer Issuers and the Guarantors Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing Nothing in this Section 11.16 17 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the any Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instruments, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 ("XT Corporation System") (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Agreement that may be instituted in any Federal federal or state court in the State Borough of New YorkManhattan, The City of New York, the Borough State of Manhattan New York or brought under Federal federal or state securities laws, and acknowledges represent and warrant that CT Corporation System has accepted such designation, (ii) irrevocably submits submit to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees agree that service of process upon CT Corporation System and written notice of said service to the Issuer Company in accordance with the provisions of this Section 11.16 Agreement shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so for as long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingSecurities remain outstanding (subject to the limitation set forth in clause (i)); provided, however, that the Issuer or any Guarantor Company may, and to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein shall, by written notice to the Escrow Agent and the Trustee, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, and (ii) is either (x) United States counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for 27 service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor Company has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which the Company owns or leases property or assets, (ii) the United States or the State of New York or (iii) the Netherlands 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 propertyproperty and assets or this Agreement or the Escrow Account or actions to enforce judgments in respect of any thereof, it the Company hereby irrevocably waives such immunity in respect of its obligations under each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Fourth Supplemental Indenture, each of the Issuer Company and each Guarantor (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) System as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to this Indenturethe Notes, the Notes and the Note Guarantees Indenture or this Fourth Supplemental Indenture that may be instituted in any Federal or state State court in the State of New York, The City of New York, the Borough of Manhattan Manhattan, or brought under Federal or state State securities lawslaws 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) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to it (mailed or delivered to its Executive Director at its principal office as specified in Section 11.02 of the Issuer in accordance with this Section 11.16 Indenture), shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Issuer Each of the Company and each Guarantor further agrees agree to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System System, in full force and effect so long as this the Indenture shall be in full force and effect or any of the Notes shall be outstandingeffect; provided, however, provided that the Issuer or any Guarantor mayCompany may and shall (to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent agents for service of process under this Section 11.16 4.6 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, (ii) is 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 11.164.6. 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, the State of New York. (b) To . Upon the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction request of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this IndentureHolder, the Notes and Trustee shall deliver such information to such Holder. Notwithstanding the Note Guarantees. In additionforegoing, there shall, at all times, be at least one agent for service of process for the Issuer Company and each Guarantor irrevocably waives appointed and agrees not to assert, by way of motion, as a defense, or otherwise acting in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of accordance with this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts4.6. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, for the purposes of this Agreement and for no other purposes, each Issuer and each Guarantor (i) acknowledges that it has such Issuer has, by separate written instrument, irrevocably designated and appointed CT Corporation SystemCorporation, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 System (“CT”) (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, Agreement the Notes and Securities or the Note Guarantees Exchange Securities that may be instituted in any Federal federal or state court in the State of New York, The City of New York, the Borough of Manhattan York or brought under Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice notices of said service to the such Issuer in accordance with this Section 11.16 10 hereof shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The As expressly contemplated by the preceding sentence, each Issuer and each Guarantor further agrees to take any and reasonable all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Securities shall be outstanding; provided, however, that the such Issuer or any Guarantor may, by written notice to the TrusteeRepresentatives, designate such additional or alternative agent for service of process under this Section 11.16 17 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, York and (ii) is a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the any Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this IndentureAgreement, the Notes Securities and the Note GuaranteesExchange Securities for the purposes of this Section 17. In addition, the for such purposes, each Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this IndentureAgreement, the Notes Securities or the Note Guarantees Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer . For the purposes of Section 18, the Issuers and the Guarantors Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing Nothing in this Section 11.16 17 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the any Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably designated has, by separate written instruments, des- ignated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 ("XT Corporation System") (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees Agreement that may be instituted in any Federal federal or state court in the State Borough of New YorkManhattan, The City of New York, the Borough State of Manhattan New York or brought under Federal federal or state securities laws, and acknowledges represent and warrant that CT Corporation System has accepted such designation, (ii) irrevocably submits submit to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees agree that service of process upon CT Corporation System and written notice of said service to the Issuer Company in accordance with the provisions of this Section 11.16 Agreement shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so for as long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingremain outstanding (subject to the limitation set forth in clause (i)); provided, however, that the Issuer or any Guarantor Company may, and to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein shall, by written notice to the TrusteeInitial Purchasers, designate such additional or alternative agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, and (ii) is either (x) United States counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor Company has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which the Company owns or leases property or assets, (ii) the United States or the State of New York or (iii) the Netherlands 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 propertyproperty and assets or this Agreement or any of the Notes or actions to enforce judgments in respect of any thereof, it the Company hereby irrevocably waives such immunity in respect of its obligations under each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the Issuer and each Parent Guarantor (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation SystemOsler, Xxxxxx & Harcourt, 000 Xxxxxx Xxxx Xxxxxx, Xxxxx 00X, Xxx Xxxx, Xxx Xxxx X.X. 00000 ("Osler") (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this IndentureAgreement, the Notes and Guarantee, the Note Guarantees Registration Rights Agreement or the Indenture that may be instituted in any Federal federal or state court in the State of New York, The City of York (the "New York, the Borough of Manhattan York Court") or brought under Federal federal or state securities laws, and acknowledges acknowledge that CT Corporation System Osler has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System Osler and written notice notices of said service to the Issuer Parent Guarantor in accordance with this Section 11.16 11 shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Parent Guarantor in any such suit or proceeding. The Issuer and each Parent Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System Osler in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, that the Issuer or any Parent Guarantor may, by written notice to the TrusteeInitial Purchasers, designate such additional or alternative agent for service of process under this Section 11.16 17 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, York and (ii) is either (x) counsel for the Parent Guarantor or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify iden- tify the name of such agent for process and the address of the office of such agent for process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the Issuer or any Parent 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 each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreement, the each Issuer and each Guarantor (i) acknowledges that it has such Issuer has, by separate written instrument, irrevocably designated and appointed CT Corporation SystemCorporation, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this IndentureAgreement, the Notes and Securities or the Note Guarantees Exchange Securities that may be instituted in any Federal federal or state court in the State of New York, The City of New York, the Borough of Manhattan York or brought under Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice notices of said service to the such Issuer in accordance with this Section 11.16 11 hereof shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Each Issuer and each Guarantor further agrees to take any and all such reasonable action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Securities shall be outstanding; provided, however, that the such Issuer or any Guarantor may, by written notice to the TrusteeInitial Purchaser, designate such additional or alternative agent for service of process under this Section 11.16 18 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, York and (ii) is either (x) counsel for such Issuer or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for process in the Borough of Manhattan, The City of New York, the State of New York. (b) . To the fullest extent permitted by applicable law, to the extent that the any Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this IndentureAgreement, the Notes Securities and the Note GuaranteesExchange Securities. In addition, the each Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this IndentureAgreement, the Notes Securities or the Note Guarantees Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. (c) . The Issuer Issuers and the Guarantors Initial Purchaser agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing Nothing in this Section 11.16 18 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the any Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, the Issuer and each Guarantor (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation SystemTrust Company (the “Process Agent”), 000 0000 Xxxxxx XxxxxxXxxxxx , Xxx XxxxXxxxxxxxxx, Xxx Xxxx 00000 (and Xxxxxxxx, 00000, or any successor entity) successor, as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the Guarantee or this Indenture, the Notes and the Note Guarantees 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 Manhattan, or brought under Federal or state securities lawslaws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System the Process Agent has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System the Process Agent and written notice of said service to the Issuer it at its principal office in accordance with this Section 11.16 1.05 hereof, shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Issuer and each Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System the Process Agent in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes Guarantee shall be outstanding; provided, however, provided that the Issuer or any Guarantor maymay (and shall, to the extent the Process Agent ceases to be able to be served on the basis contemplated herein) by written notice to the Trustee, designate such additional or alternative agent agents for service of process under this Section 11.16 1.15 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, (ii) is are either (x) counsel for 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 11.161.15. 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. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Guarantor appointed and acting in accordance with this Section 1.15. By execution and delivery of this Indenture, the Company submits to the jurisdiction of any federal or state court in the State of New York. (b) , The City of New York, the Borough of Manhattan, in any suit, action or proceeding arising out of or relating to the Securities or this Indenture. To the fullest extent permitted by applicable law, to the extent that the Issuer Company or any 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 hereby irrevocably waives such immunity in respect of its obligations under each of this Indenturethe above-referenced documents, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Indenture, each of the Issuer Company and each Guarantor (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees or this Indenture that may be instituted in any Federal or state State court in the State of New York, The City of New York, the Borough of Manhattan Manhattan, or brought under Federal or state State securities lawslaws 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) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer it (mailed or delivered to its Executive Director at its principal office as specified in accordance with this Section 11.16 11.02 hereof), shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, it in any such suit or proceeding. The Issuer Company and each Guarantor further agrees agree to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System Corporation, in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstandingeffect; provided, however, PROVIDED that the Issuer or any Guarantor mayCompany may and shall (to the extent CT -91- Corporation ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent agents for service of process under this Section 11.16 11.09 that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, (ii) is 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 11.1611.09. 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, the State of New York. (b) . 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 any Guarantors, if any, appointed and acting in accordance with this Section 11.09. To the fullest extent permitted by applicable law, to the extent that the Issuer 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 such Guarantor hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes Indenture and the Note Guarantees. In additionSecurities, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By ------------------------------------------------------------------- the execution and delivery of this IndentureAgreement, the Issuer and each Guarantor Company (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Agent") (and any successor entity) ), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this IndentureAgreement, the Notes, the Exchange Notes and or the Note Guarantees Private Exchange Notes, if any, that may be instituted in any Federal federal or state court in the State of New York, The City of New York, the Borough of Manhattan Manhattan, State of New York or brought under Federal federal or state securities laws, and acknowledges that CT Corporation System the Agent has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process upon CT Corporation System the Agent and written notice of said service to the Issuer Company in accordance with Section 10(e) of this Section 11.16 Agreement shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of CT Corporation System the Agent in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes, Exchange Notes or Private Exchange Notes, if any, shall be outstanding; provided, however, provided that the Issuer or any Guarantor mayCompany may (and, to the extent the Agent ceases to be able to be served on the basis contemplated herein, shall), by written notice to the TrusteeInitial Purchaser and the holders of Notes, Exchange Notes and Private Exchange Notes, if any, in accordance with Section 10(e) of this Agreement, designate such additional or alternative agent for service of process under this Section 11.16 10(l) that (i) maintains an office located in the Borough of Manhattan, The City of New York, the Borough of Manhattan, State of New York, York and (ii) is a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, the Borough of Manhattan, State of New York. (b) To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this IndentureAgreemeent or any amendment or supplement hereto, the Issuer and each Guarantor Company, (i) acknowledges that it has irrevocably has, by separate written instrument, designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxxcurrently located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) 00000, as its authorized agent upon which process may be served in any suit suit, action or proceeding with respect to, arising out of of, or relating to this Indentureto, the Notes and Securities, this Agreement or the Note Guarantees 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 Manhattan, or brought under Federal or state securities lawslaws 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) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding in subsection (a)(i) above proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer in accordance with this Section 11.16 shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, Company in any such suit suit, action or proceeding. The Issuer and each Guarantor Company further agrees to take any and all such actionac- tion, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture Agreement shall be in full force and effect or any of the Notes shall be outstandingeffect; provided, however, provided that the Issuer or any Guarantor mayCompany may and shall (to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent agents for service of process under this Section 11.16 (8)(l) that (i) maintains an office located in the Borough of Manhattan, The City of New York, York in the State of New York, (ii) is are either (x) counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.16(8)(l). 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, the 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 appointed and acting in accordance with this Section (b) 8)(l). To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor 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 obligations under each of this IndentureAgreement, the Notes Indenture and the Note Guarantees. In additionSecurities, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the courts mentioned in subsection (a) of this Section 11.16 for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereof may not be enforced in such courts. (c) The Issuer and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, nothing in this Section 11.16 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.