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, each of the Company and the Guarantor (i) acknowledges that it will, prior to the Closing Date and by separate written instrument, irrevocably designate and appoint CT Corporation System (“CT Corporation”), 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 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, (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 CT Corporation (or any successor) and written notice of said service to the Company and the Guarantor (mailed or delivered in accordance with Section 14), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, in any such suit or proceeding. The Company and the Guarantor further 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 (or any successor) in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

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 willhas, prior to the Closing Date and by separate written instrument, irrevocably designate designated and appoint appointed CT Corporation System (“CT Corporation”)System, 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 suit, action or proceeding arising out of or relating to the Guarantee or this Agreement, the Securities or the Indenture (but for that purpose only) that may be instituted in any U.S. federal or state court located in the State Borough of Manhattan in The City of New York York, or brought under federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court courts in any such suit suit, action or proceeding proceeding, and (iii) agrees that service of process upon CT Corporation (or any successor) System and written notice of said service to the Company and the Guarantor it (mailed or delivered to its Chief Financial Officer at its principal office in accordance with Toronto, Ontario as specified in Section 1413.01 hereof), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, it in any such suit or proceeding. The Company and Notwithstanding the foregoing, the Guarantor 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 Guarantor shall give notice to the Trustee and 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 Guarantor will designate a successor authorized agent in accordance with the preceding sentence. The Guarantor further agree 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 CT Corporation (or any successor) 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 Issuer or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it each of the Issuer and the Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the above-referenced documentsNotes and the Guarantee, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, each of the Company and the Guarantor (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrument, irrevocably designate designated and appoint appointed CT Corporation System (“CT Corporation”), 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 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 CT Corporation 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 CT Corporation (or any successor) and written notice of said service to the Company and the Guarantor (mailed or delivered in accordance with Section 14), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, in any such suit or proceeding. The Company and the Guarantor further 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 (or any successor) in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, each of the Company and the Guarantor (i) acknowledges that it will, prior to the Closing Date and by separate written instrument, irrevocably designate and appoint CT Corporation System (“CT Corporation”), 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 or proceeding arising out of or relating to this Agreement, the Securities or the Indenture Indentures that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, (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 CT Corporation (or any successor) and written notice of said service to the Company and the Guarantor (mailed or delivered in accordance with Section 14), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, in any such suit or proceeding. The Company and the Guarantor further 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 (or any successor) in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, each of the Company Issuer and the Guarantor (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrument, irrevocably designate designated and appoint appointed CT Corporation System (“CT Corporation”), 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 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 CT Corporation System has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit or proceeding proceeding, and (iii) agrees that service of process upon CT Corporation (or any successor) System and written notice of said such service to the Company Issuer and the Guarantor (mailed or delivered in accordance with Section 14), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, it in any such suit or proceeding. The Company Issuer and the Guarantor further 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 (or any successor) System in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company or Issuer and 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 the above-referenced documentsthis Agreement, to the fullest extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this AgreementIndenture, each for the purposes of this Indenture, the Company and the each Guarantor (i) acknowledges that it will, prior to the Closing Date has irrevocably designated and by separate written instrument, irrevocably designate and appoint appointed CT Corporation System (“CT Corporation”)System, 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 AgreementIndenture, the Securities or Notes, the Indenture Guarantees and the Security Documents that may be instituted in any federal Federal or state court in the State of New York York, 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 in any such suit or proceeding and (iii) agrees that service of process upon CT Corporation (or any successor) System and written notice of said service to the Company and the Guarantor (mailed or delivered in accordance with this Section 14), 12.14 shall be deemed in every respect effective service of process upon the Company or the any Guarantor, as applicableif any, in any such suit or proceeding. The As expressly contemplated by the previous sentence, the Company and the each Guarantor further agree 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 (or any successor) System 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 ; provided, however, that the Company or any Guarantor may, by written notice to the Guarantor has Trustee, designate such additional or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through alternative agent for 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 process under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination 12.14 that (i) maintains an office located in the Borough of this AgreementManhattan, in whole or in part.The City of New York, the State

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, each of the Company and the each Guarantor (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrumentinstruments, irrevocably designate designated and appoint CT Corporation System (“appointed CT Corporation”), 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 Agreement, the Securities or the Indenture that may be instituted in any federal or state court in the Borough of Manhattan, City of New York, State of New York or brought under foreign, federal or state securities laws, and represents and warrants that CT Corporation 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 CT Corporation (or any successor) and written notice of said service to the Company and the or such Guarantor (mailed or delivered in accordance with Section 14), 13.02 shall be deemed in every respect effective service of process upon the Company or the such Guarantor, as applicablethe case may be, in any such suit or proceeding. The Each of the Company and the each Guarantor further agree 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 CT Corporation (or any successor) in full force and effect so for as long as any of the Securities shall be outstanding. To remain outstanding (subject to the extent limitation set forth in clause (i)); provided, however, that the Company or the any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of noticemay, 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, and to the extent permitted CT Corporation ceases to be able to be served on the basis contemplated herein shall, by law. The provisions written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 13 shall survive any termination of this Agreement, in whole or in part.13.07 that

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, each of the Company and the each Guarantor (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrument, irrevocably designate designated and appoint appointed CT Corporation System (“CT Corporation”), 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 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 CT Corporation 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 CT Corporation (or any successor) and written notice of said service to the Company and the each Guarantor (mailed or delivered in accordance with Section 14), shall be deemed in every respect effective service of process upon the Company or the any Guarantor, as applicable, in any such suit or proceeding. The Company and the each Guarantor further agree 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 CT Corporation (or any successor) in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company or the any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, each of the Company and the Guarantor (i) acknowledges that it will, prior to the Closing Date and by separate written instrument, irrevocably designate and appoint CT Corporation System (“CT Corporation”), 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 Agreement, the Securities or the Indenture Indentures that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, (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 CT Corporation (or any successor) and written notice of said service to the Company and the Guarantor (mailed or delivered in accordance with Section 14), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, in any such suit or proceeding. The Company and the Guarantor further 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 (or any successor) in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.