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

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (or any successor) (together with any successor, the “Agent for Service”), 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, or the Indenture that may be instituted in any federal or state court in the State of New York, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Corporate Secretary at its principal office in Calgary, Alberta, Canada), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, each of the Company Issuer and the Guarantor (i) acknowledges represents that it has, by separate written instrument, irrevocably has designated and appointed CT Corporation System RSL Communications N. America, Inc. (or any successor) (together with any successor, the “Agent for Service”"RSLNA"), as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to this Agreement, the Securities, the Securities Guarantee or the this Indenture that may be instituted in any federal Federal or state court in the State of New York, Borough of Manhattan, or brought under federal 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 the Agent for Service RSLNA has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) RSLNA and written notice of said service to the Company Issuer or the Guarantor, as applicable, (mailed or delivered to its Corporate Secretary President at its principal office as specified in Calgary, Alberta, Canada), Section 1.05) shall be deemed in every respect effective service of process upon the Company it in any such suit or proceeding. The Company further , and (iv) agrees to take any and all 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 the Agent for Service RSLNA in full force and effect so long as any of the Securities shall be outstandingOutstanding. To the extent that the Company Issuer or the Guarantor has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it each of the Issuer and the Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the above-referenced documentsSecurities Guarantee and the Securities, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (or and any successor) (together with any successor, the “Agent for Service”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, or the Indenture Agreement that may be instituted in any federal or state court in the State of New York, York or brought under federal or state securities laws, and acknowledges that the Agent for Service CT Corporation System has accepted such designation, (ii) submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and written notice of said service to the Company (mailed or delivered to its Corporate Secretary at its principal office in Calgary, Alberta, Canada), shall be deemed in every respect effective service of process upon the Company it in any such suit or proceeding. The Company further agrees to take any and all 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 the Agent for Service CT Corporation System in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company has acquired may have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documentsthis Agreement, to the fullest extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Underwriting Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System System, 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (or any successor) (together with any successor, the “Agent for Service”), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, Underwriting Agreement or the Securities, or the Indenture that may be instituted in any federal or New York state court in the State Borough of Manhattan in The City of New York, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designationdesignation and has provided written evidence of engagement of CT Corporation System acting as such, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Corporate Secretary Chief Financial Officer at its principal office in Calgary, Alberta, Canada), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Underwriting Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company Corporation (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (or any successor) (together with any successor, the “"Agent for Service”"), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, Agreement or Warrants or the Underlying Securities, or the Indenture that may be instituted in any federal or state court in the State of New York, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceedingproceeding and waives any other requirements of, or objections to personal jurisdiction with respect thereto, and (iii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company Corporation (mailed or delivered addressed to its Corporate Secretary Chief Financial Officer at its principal office in CalgaryXxxxxxxx, AlbertaXxxxxx, CanadaXxxxxx), shall be deemed in every respect effective service of process upon the Company Corporation in any such suit or proceeding. The Company Corporation further agrees to take any and all 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 the Agent for Service in full force and effect so long as any of the Securities Warrants shall be outstanding. To the extent that the Company Corporation has acquired or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company (ia) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System Systems (or any successor) (together with any successor, the “Agent for Service”), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, Agreement or the Securities, or the Indenture that may be instituted in any U.S. federal or state court in the State of New York, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation, (iib) submits to the jurisdiction of any such New York state or U.S. federal court located in the Borough of Manhattan, the City of New York, New York, in any such suit or proceedingproceeding arising out of or related to this Agreement, and (iiic) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Corporate Secretary CT Corporation Systems at its principal office in Calgary000 0xx Xxxxxx, Alberta00xx Xxxxx, CanadaXxx Xxxx, Xxx Xxxx 10011), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System Gerdau Ameristeel U.S. Inc. (or any successor) (together with any successor, the “"Agent for Service”"), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, Agreement or the Securities, or the Indenture that may be instituted in any federal or state court in the State of New York, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Corporate Secretary Chief Financial Officer at its principal office in CalgaryTampa, AlbertaFlorida, CanadaUnited States), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, the Company Corporation (i) acknowledges that it has, by separate written instrument, irrevocably designated designates and appointed appoints CT Corporation System (or any successor) (together with any successorSystem, the “Agent for Service”)000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its the Corporation’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Agreement, the Securities, or the Indenture that may be instituted in any federal or state court in the State City of New York, York or brought under federal or state securities laws, and acknowledges that laws or brought by the Agent for Service has accepted such designationTrustee (whether in its individual capacity or in its capacity as Trustee hereunder), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) CT Corporation System and written notice of said service to the Company Corporation (mailed or delivered to its Corporate Secretary at its principal office in CalgarySaskatoon, AlbertaSaskatchewan, Canada), shall be deemed in every respect effective service of process upon the Company Corporation in any such suit or proceeding. The Company Corporation further agrees to take any and all 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 the Agent for Service CT Corporation System in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company Corporation has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Corporation hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the above-referenced documentsSecurities, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System Systems (or any successor) (together with any successor, the “Agent for Service”), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, Agreement or the Securities, or the Indenture that may be instituted in any U.S. federal or state court in the State of New York, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation, (ii) submits to the jurisdiction of any such New York state or U.S. federal court located in the Borough of Manhattan, the City of New York, New York, in any such suit or proceedingproceeding arising out of or related to this Agreement, and (iii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Corporate Secretary CT Corporation Systems at its principal office in Calgary100 0xx Xxxxxx, Alberta00xx Xxxxx, CanadaXxx Xxxx, Xxx Xxxx 10011), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (or any successor) (together with any successor[•], the “Agent for Service”), [•] as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Agreement, the Securities, or the Indenture that may be instituted in any federal Federal or state State court in the State Borough of Manhattan, The City of New York, York or brought under federal Federal or state State securities lawslaws or brought by the Trustee (whether in its individual capacity or in its capacity as a trustee hereunder), and acknowledges that the Agent for Service [•] has accepted accepted, irrevocably and unconditionally, such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) [•] and written notice of said service to the Company it (mailed or delivered to its Corporate Secretary at its principal office at the address specified in Calgary, Alberta, Canada), the first paragraph of this 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 Company it in any such suit or proceeding. The Company further agrees to take any and all 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 the Agent for Service [•] in full force and effect so long as this Indenture shall be in full force and effect and so long as any of the Securities shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in respect of its respective obligations under this Indenture and the above-referenced documents, Securities to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System Gerdau Ameristeel U.S. Inc. (or any successor) (together with any successor, the “Agent for Service”), 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, Agreement or the Indenture Shares, that may be instituted in any federal or state court in the State of New York, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Corporate Secretary Chief Financial Officer at its principal office in CalgaryTampa, AlbertaFlorida, CanadaUnited States), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Securities Shares shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (or any successor) (together with any successorSystem, the “Agent for Service”)0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Agreement, the Securities, or the Indenture that may be instituted in any federal Federal or state State court in the State Borough of Manhattan, The City of New York, York or brought under federal Federal or state State securities lawslaws or brought by the Trustee (whether in its individual capacity or in its capacity as a trustee hereunder), and acknowledges that the Agent for Service CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) CT Corporation System and written notice of said service to the Company it (mailed or delivered to its Corporate Secretary at its principal office at the address specified in Calgary, Alberta, Canada), the first paragraph of this 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 Company it in any such suit or proceeding. The Company further agrees to take any and all 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 the Agent for Service CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect and so long as any of the Securities shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in respect of its respective obligations under this Indenture and the above-referenced documents, Securities to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (or any successor) Xxxxx Xxxxx of Xxxxxx Xxxxxx White & XxXxxxxxx LLP (together with any successor, the “"Agent for Service”"), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, Agreement or the Securities, or the Indenture that may be instituted in any federal or state court in the State of New York, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Corporate Secretary General Counsel at its principal office in CalgaryVancouver, AlbertaBritish Columbia, Canada), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, the Company (i) acknowledges that it has, by separate written instrument, irrevocably has designated and appointed CT Corporation System (or any successor) (together with any successor, the “Agent for Service”), its President as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the Notes or this Agreement, the Securities, or the Indenture that may be instituted in any federal or state court in the State of New York, Borough of 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 the Agent for Service its President has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) its President and written notice of said service to the Company (mailed or delivered to its Corporate Secretary General Counsel at its principal office as specified in Calgary, Alberta, Canada), Section 12.2) shall be deemed in every respect effective service of process upon the Company it in any such suit or proceeding. The Company further agrees to take any and all 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 the Agent for Service its President in full force and effect so long as this Indenture shall be in full force and effect or any of the Securities Notes shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the above-referenced documentsNotes, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, the Company (ia) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (or any successor) (together with any successor, the “Agent for Service”), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Agreement, the Securities, or the Indenture that may be instituted in any federal the Federal or state State court in the State Borough of Manhattan, The City of New York, York or brought under federal Federal or state State securities lawslaws or brought by the Trustee (whether in its individual capacity or in its capacity as a trustee hereunder), and acknowledges that the Agent for Service Company has accepted such designation, (iib) submits to the jurisdiction of any such court in any such suit or proceeding, and (iiic) agrees that service of process upon the Agent for Service (or any successor) CT Corporation and written notice of said service to the Company it (mailed or delivered to its Corporate Secretary at its principal office the address specified in Calgary, Alberta, Canada), the most recent address furnished in writing to the Trustee expressly for this purpose) shall be deemed in every respect effective service of process upon the Company it in any such suit or proceeding. The Company further agrees to take any and all 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 the Agent for Service in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution execution, or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in respect of its respective obligations under this Indenture and the above-referenced documents, Securities to the fullest extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.SECURITY FORMS

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (or any successor) (together with any successor, the “"Agent for Service”"), as its authorized registered agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, Agreement or the Securities, or the Indenture that may be instituted in any federal or state court in the State of New York, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Corporate Secretary Chief Financial Officer at its principal office in CalgaryVictoria, AlbertaBritish Columbia, Canada), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (or any successor) (together with any successor, the “"Agent for Service”"), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, Agreement or the Securities, or the Indenture that may be instituted in any federal or state court in the State of New York, or brought under U.S. federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Corporate Secretary General Counsel at its principal office in CalgaryVanixx, AlbertaXxxxxx, Canada), shall Xxxxxx) xxall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself the Company or its respective property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, the Company Issuers (i) acknowledges acknowledge that it has, by separate written instrument, they hereby irrevocably designated designate and appointed appoint CT Corporation System (or any successor) (together with any successor, the “Agent for Service”), as its their authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Notes or this Agreement, the Securities, or the Indenture that may be instituted in any federal or state court in the State of New York, York 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 the Agent for Service CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) CT Corporation System and written notice of said service to the Company Consoltex Group (mailed or delivered to its Corporate Secretary at its the principal office of Consoltex Group in CalgaryMontreal, AlbertaQuebec, Canada), shall be deemed in every respect effective service of process effexxxxx xxxxxxx xx xxxxxxx upon the Company Consoltex Group in any such suit or proceeding. The Company Issuers further agrees agree to take any and all 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 (or such other authorized agent for service of process as the Agent for Service Issuers shall notify the Trustee in writing) in full force and effect so long as any of the Securities Notes shall be outstanding. To the extent that either of the Company Issuers has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it each of the Issuers hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the above-referenced documentsNotes, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreementagreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System David J. Levenson (or any successor) (together with any successor, the “Agent for Service”thx "Xxxxx xxx Xxxxice"), 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, agreement or the Indenture Common Shares and Warrants comprising the Units or the Underlying Shares, that may be instituted in any federal or state court in the State of New York, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Corporate Secretary Chief Financial Officer at its principal office in CalgaryToronto, AlbertaOntario, Canada), shall be deemed in every respect effective service of process upon xxxxxxx xx xxxxxxx xxxx the Company in any such suit or proceeding. The Company further agrees to take any and all 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 the Agent for Service in full force and effect so long as any of the Securities Underlying Shares, Shares or Warrants shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, the Company Corporation (i) acknowledges that it has, by separate written instrument, irrevocably designated designates and appointed appoints CT Corporation System (or any successor) (together with any successorSystem, the “Agent for Service”)100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its the Corporation’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Agreement, the Securities, or the Indenture that may be instituted in any federal or state court in the State City of New York, York or brought under federal or state securities laws, and acknowledges that laws or brought by the Agent for Service has accepted such designationTrustee (whether in its individual capacity or in its capacity as Trustee hereunder), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) CT Corporation System and written notice of said service to the Company Corporation (mailed or delivered to its Corporate Secretary at its principal office in Calgary, Alberta, Canada), shall be deemed in every respect effective service of process upon the Company Corporation in any such suit or proceeding. The Company Corporation further agrees to take any and all 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 the Agent for Service CT Corporation System in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company Corporation has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Corporation hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the above-referenced documentsSecurities, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, each of Parent, Jafra S.A. and the Company Initial Jafra S.A. Subsidiaries (i) acknowledges that it has, by separate written instrument, irrevocably designated hereby designates and appointed CT Corporation System appoints the U.S. Issuer (or and any successor) (together with any successor, the “Agent for Service”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, or the Indenture Agreement that may be instituted in any federal or state court in the State of New York, York or brought under federal or state securities laws, and acknowledges that the Agent for Service U.S. Issuer has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) U.S. Issuer and written notice of said service to the Company (mailed or delivered to its Corporate Secretary at its principal office in Calgary, Alberta, Canada), U.S. Issuer shall be deemed in every respect effective service of process upon the Company it in any such suit or proceeding. The Company Each of Parent, Jafra S.A. and the Initial Jafra S.A. Subsidiaries further agrees to take any and all 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 the Agent for Service U.S. Issuer in full force and effect so long as any of the Transfer Restricted Securities shall be outstanding. To the extent that any of Parent, Jafra S.A. and the Company has acquired or hereafter Initial Jafra S.A. Subsidiaries may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documentsthis Agreement, to the fullest extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, the Company Corporation (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (or any successor) (together with any successorSystem, the “Agent for Service”)0000 Xxxxxxxx, Xxx Xxxx, XX 00000 as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Agreement, the Securities, or the Indenture that may be instituted in any federal or New York state court located in the State City of New York, or brought under federal by either Trustee (whether in its individual capacity or state securities lawsin its capacity as Trustee hereunder), and acknowledges that the Agent for Service CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) CT Corporation System and written notice of said service to the Company it (mailed or delivered to its Corporate Secretary at its principal office in CalgaryToronto, Alberta, Canada)Canada as specified in Section 105 hereof, shall be deemed in every respect effective service of process upon the Company it in any such suit or proceeding. The Company Corporation further agrees to take any and all 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 the Agent for Service CT Corporation System in full force and effect so long as any of the Securities this Indenture shall be outstandingin full force and effect. To the extent that the Company Corporation has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Corporation hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the above-referenced documentsSecurities, to the extent permitted by law. The provisions This Indenture may be executed in any number of this Section 11 counterparts, each of which so executed shall survive any termination of this Agreementbe deemed to be an original, in whole or in partbut all such counterparts shall together constitute but one and the same Indenture.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreementagreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System Xxxxxxx Xxxxx (or any successor) (together with any successor, the “"Agent for Service”"), 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, agreement or the Indenture Shares that may be instituted in any federal or state court in the State of New York, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Corporate Secretary Chief Financial Officer at its principal office in CalgaryXxxxxxx, AlbertaXxxxxxx, CanadaXxxxxx), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Securities Shares shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company (ia) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System Systems (or any successor) (together with any successor, the “Agent for Service”), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, Agreement or the Securities, or the Indenture that may be instituted in any U.S. federal or state court in the State of New York, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, designation and (iiib) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Corporate Secretary CT Corporation Systems at its principal office in Calgary000 0xx Xxxxxx, Alberta00xx Xxxxx, CanadaXxx Xxxx, Xxx Xxxx 10011), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any for a period of five years from the Securities shall be outstandingdate hereof. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, each of the Company Issuer and each Guarantor (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (or any successor) (together with any successor, the “Agent for Service”), as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the Notes or this Agreement, the Securities, or the Indenture that may be instituted in any federal Federal or state State court in the State of New York, Borough of Manhattan, or brought under federal 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 the Agent for Service CT Corporation has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit suit, action or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) CT Corporation and written notice of said service to the Company it (mailed or delivered to its Corporate Secretary Executive Director at its principal office as specified in Calgary, Alberta, CanadaSection 11.2), shall be deemed in every respect effective service of process upon the Company it in any such suit or proceeding. The Company Issuer and each Guarantor further agrees agree to take any and all 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 the Agent for Service CT Corporation, in full force and effect so long as any of the Securities this Indenture shall be outstanding. To the extent in full force and effect; provided that the Company has acquired or hereafter Issuer may acquire any immunity from jurisdiction of any court or from any legal process and shall (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted CT Corporation ceases to be able to be served on the basis contemplated herein), by law. The provisions written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 11 shall survive any termination 11.09 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are 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 Agreement, in whole or in partSection 11.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, each of the Company and the Guarantor (i) acknowledges that it has, by separate written instrument, irrevocably has designated and appointed CT Corporation System (or any successor) (together with any successor, the “Agent for Service”)[ ], as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the Notes or this Agreement, the Securities, or the Indenture that may be instituted in any federal or state court in the State of New York, Borough of 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 the Agent for Service [ ] has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit suit, action or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) [ ] and written notice of said service to the Company (mailed or delivered to its Corporate Secretary General Counsel at its principal office as specified in Calgary, Alberta, Canada), Section 11.02) shall be deemed in every respect effective service of process upon the Company it in any such suit or proceeding. The Company further agrees to take any and all 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 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 Securities Notes shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the above-referenced documentsNotes, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company (ia) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT C T Corporation System (or any successor) (together with any successor, the “Agent for Service”), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, Agreement or the Securities, or the Indenture that may be instituted in any U.S. federal or state court in the State of New York, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation, (iib) submits to the jurisdiction of any such New York state or U.S. federal court located in the Borough of Manhattan, the City of New York, New York, in any such suit or proceedingproceeding arising out of or related to this Agreement, and (iiic) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Corporate Secretary CT Corporation at its principal office in Calgary000 Xxxxxx Xxxxxx, AlbertaXxx Xxxx, CanadaXX, 00000, U.S.A.), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all commercially reasonable 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 the Agent for Service in full force and effect so long as any of the Securities shall be outstanding. for such periods required by Form F-X. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, the Company Corporation (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (or any successor) (together with any successorSystem, the “Agent for Service”)1000 Xxxxxxxx, Xxx Xxxx, XX 00000 as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Agreement, the Securities, or the Indenture that may be instituted in any federal or New York state court located in the State City of New York, or brought under federal by either Trustee (whether in its individual capacity or state securities lawsin its capacity as Trustee hereunder), and acknowledges that the Agent for Service CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) CT Corporation System and written notice of said service to the Company it (mailed or delivered to its Corporate Secretary at its principal office in CalgaryToronto, Alberta, Canada)Canada as specified in Section 105 hereof, shall be deemed in every respect effective service of process upon the Company it in any such suit or proceeding. The Company Corporation further agrees to take any and all 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 the Agent for Service CT Corporation System in full force and effect so long as any of the Securities this Indenture shall be outstandingin full force and effect. To the extent that the Company Corporation has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Corporation hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the above-referenced documentsSecurities, to the extent permitted by law. The provisions This Indenture may be executed in any number of this Section 11 counterparts, each of which so executed shall survive any termination of this Agreementbe deemed to be an original, in whole or in partbut all such counterparts shall together constitute but one and the same Indenture.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (or any successor) (together with any successor, the “Agent for Service”), 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, or the Indenture Agreement that may be instituted in any federal or state court in the State of New York, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Corporate Secretary at its principal office in Calgary, Alberta, Canada), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Securities Offered Shares shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 11 12 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company (ia) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System National Registered Agents, Inc. (or any successor) (together with any successor, the “Agent for Service”), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, Agreement or the Securities, or the Indenture that may be instituted in any U.S. federal or state court in the State of New York, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation, (iib) submits to the jurisdiction of any such New York state or U.S. federal court located in the Borough of Manhattan, the City of New York, New York, in any such suit or proceedingproceeding arising out of or related to this Agreement, and (iiic) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Corporate Secretary National Registered Agents, Inc. at its principal office in Calgary000 Xxxxx Xxxxxx XX, AlbertaXxxxx 000, CanadaXxxxxxx, Xxxxxxxxxx 00000-0000), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, each of the Issuer and the Company (i) acknowledges that it the Company has, by separate written instrument, irrevocably designated and appointed CT Corporation System (or any successor) (together with any successorBrookfield Asset Management LLC, the “Agent for Service”)Brookfield Place, as 250 Xxxxx Street, 15xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 xs its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Agreement, the Securities, or the Indenture that may be instituted in any federal U.S. Federal or state State court in the State Borough of Manhattan, The City of New York, York or brought under federal U.S. Federal or state State securities lawslaws or brought by either Trustee (whether in its individual capacity or in its capacity as a trustee hereunder), and acknowledges that the Agent for Service Brookfield Asset Management LLC has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) Brookfield Asset Management LLC and written notice of said service to the Company (mailed or delivered to its Corporate Secretary at its principal office at the address specified in Calgary, Alberta, Canada), the first paragraph of this instrument or at any other address previously furnished in writing to the Trustees) shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service Brookfield Asset Management LLC in full force and effect so long as this Indenture shall be in full force and effect and so long as any of the Securities shall be outstanding. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its respective obligations under this Indenture and the above-referenced documents, Securities to the extent permitted by law. The provisions of this Section 11 shall survive any termination of this Agreement, in whole or in part.