Common use of Appointment of Agent for Service of Process Clause in Contracts

Appointment of Agent for Service of Process. (a) Each Issuer and each Guarantor hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against it by the Trustee or the Holders with respect to its obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees, by serving a copy thereof upon any employee of either Issuer or any Guarantor (in such capacity, the “Process Agent”) at any business location that either Issuer or any Guarantor may maintain from time to time in the United States including, without limitation, at the offices of 1011778 B.C. Unlimited Liability Company, c/o Restaurant Brands International Inc., 000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0. (b) If at any time either Issuer or any Guarantor has or maintains a business location in the State of New York (such Person, the “New York Presence Obligor”), then either Issuer or any Guarantor shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by the Trustee or the Holders in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. (c) The Issuer and any non-U.S. Guarantor shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower Corporation Service Company, with offices currently at 1180 Avenue of the Americas, Suite 201, New York, New York (or such other third party corporate service provider of national standing), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by the Trustee or the Holders in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Issuer and each non-U.S. Guarantor agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 13.20 satisfactory to the Holders. (d) Each Issuer and each Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in paragraphs (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to such Issuer or such Guarantor, at its address specified in or designated pursuant to this Indenture. Each Issuer and each Guarantor agrees that the failure of any Process Agent specified in paragraphs (a) through (c) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over either Issuer or any Guarantor or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) Each Issuer and each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 13.20 shall survive any termination of this Indenture, in whole or in part, and shall survive delivery and payment for the Notes.

Appointment of Agent for Service of Process. (a) Each Issuer and each Guarantor The Company hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against it by the Trustee any Underwriter or the Holders its affiliates with respect to its obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note GuaranteesAgreement, by serving a copy thereof upon any employee of either Issuer or any Guarantor the Company (in such capacity, the “Company Process Agent”) at any business location that either Issuer or any Guarantor the Company may maintain from time to time in the United States including, without limitation, at the offices of 1011778 B.C. Unlimited Liability CompanyNavios Corporation located at 00 Xxxxxxxx Xxxxxx, c/o Restaurant Brands International Inc.Suite 200, 000 Xxxx Xxxxxx XxxxSouth Norwalk, Xxxxx 000, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0Connecticut 06854. (b) If at any time either Issuer or any Guarantor the Company has or maintains a business location in the State of New York (such Person, the “New York Presence Obligor”), then either Issuer or any Guarantor shallthe Company, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their its designee, appointee and agent to receive, accept and acknowledge for and on their its behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by the Trustee any Underwriter or the Holders its affiliates in any United States or state court located in the County of New York with respect to their its obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtscourts (the “New York Process Agent”). (c) The Issuer and If at any non-U.S. Guarantor time either (i) the Company does not maintain a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Company fails to satisfy its obligations under the foregoing paragraph (b), then the Company shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation Service CompanySystem, with offices currently at 1180 Avenue of the Americas000 Xxxxxx Xxxxxx, Suite 201Xxx Xxxx, New York, New York Xxx Xxxx 00000 (or such other third party corporate service provider of national standingstanding as may be reasonably acceptable to the Representatives), as their its designee, appointee and agent to receive, accept and acknowledge for and on their its behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them it by the Trustee any Underwriter or the Holders its affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Company Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Issuer and each non-U.S. Guarantor Company agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 13.20 17 satisfactory to the HoldersRepresentatives. (d) Each Issuer and each Guarantor The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them it by (i) serving a copy thereof upon any of the relevant Process Agents specified in paragraphs clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to such Issuer or such Guarantorthe Company, at its address specified in or designated pursuant to this IndentureAgreement. Each Issuer and each Guarantor The Company agrees that the failure of any Process Agent specified in paragraphs (a) through (c) aboveAgent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Holder Underwriter to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over either Issuer or any Guarantor the Company or bring actions, suits or proceedings against them it in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) Each Issuer and each Guarantor The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture, the Notes or the Note Guarantees Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 13.20 17 shall survive any termination of this IndentureAgreement, in whole or in part, and shall survive delivery and payment for the NotesShares.

Appointment of Agent for Service of Process. (a) Each Issuer The Issuers and each Guarantor hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against it by the Trustee or the Holders with respect to its obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees, by serving a copy thereof upon any employee of either Issuer the Issuers or any Guarantor (in such capacity, the “Process Agent”) at any business location that either Issuer the Issuers or any Guarantor may maintain from time to time in the United States including, without limitation, at the offices of 1011778 B.C. Unlimited Liability Company00000 Xxxx Xxxxxxxxxx 00, c/o Restaurant Brands International Inc., 000 Xxxx Xxxxxx XxxxXxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X000000. (b) If at any time either Issuer the Issuers or any Guarantor has or maintains a business location in the State of New York (such Person, the “New York Presence Obligor”), then either Issuer the Issuers or any Guarantor shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by the Trustee or the Holders in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtscourts (the “New York Process Agent”). (c) The Issuer and If at any non-U.S. time either (i) the Issuers or any Guarantor maintains a bona fide business location in the State of New York or (ii) a New York Presence Obligor exists but the Issuers or any Guarantor fails to satisfy its obligations under the foregoing paragraph (b), then the Issuers or any Guarantor shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation Service CompanySystem, with offices currently at 1180 Avenue of the Americas000 Xxxxxx Xxxxxx, Suite 201Xxx Xxxx, New York, New York Xxx Xxxx 00000 (or such other third party corporate service provider of national standingstanding as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by the Trustee or the Holders in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Issuer Issuers and each non-U.S. Guarantor agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 13.20 13.21 satisfactory to the Trustee and the Holders. (d) Each Issuer The Issuers and each Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in paragraphs clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to such Issuer the Issuers or such Guarantor, at its address specified in or designated pursuant to this Indenture. Each Issuer The Issuers and each Guarantor agrees that the failure of any Process Agent specified in paragraphs clauses (a) through (c) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over either Issuer the Issuers or any Guarantor or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) Each Issuer The Issuers and each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 13.20 13.21 shall survive any termination of this Indenture, in whole or in part, and shall survive delivery and payment for the Notes.

Appointment of Agent for Service of Process. (a) Each Issuer and each Guarantor The Company hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against it them by the Trustee any Underwriter or the Holders its affiliates with respect to its their obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note GuaranteesAgreement, by serving a copy thereof upon any employee of either Issuer or any Guarantor the Sponsor (in such capacity, the “Navios Process Agent”) at any business location that either Issuer or any Guarantor the Sponsor may maintain from time to time in the United States States, including, without limitation, at the offices of 1011778 B.C. Unlimited Liability Companythe Sponsor located at 20 Xxxxxxxx Xxxxxx, c/o Restaurant Brands International Inc.Suite 200, 000 Xxxx Xxxxxx XxxxSouth Norwalk, Xxxxx 000, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0Connecticut 06854. (b) If at any time either Issuer the Company or any Guarantor the Sponsor has or maintains a business location in the State of New York (such Personperson, the “New York Presence Obligor”), then either Issuer or any Guarantor the Company shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by the Trustee any Underwriter or the Holders its affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed described for such courtscourts (the “New York Process Agent”). (c) The Issuer and If at any non-U.S. Guarantor time (i) neither the Company nor the Sponsor maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Company fails to satisfy its obligations under the foregoing paragraph (b), then the Company shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation Service CompanySystem, with offices currently at 1180 Avenue of the Americas110 Xxxxxx Xxxxxx, Suite 201Xxx Xxxx, New York, New York Xxx Xxxx 00000 (or such other third party corporate service provider of national standingstanding as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by the Trustee any Underwriter or the Holders its affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”); each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Issuer and each non-U.S. Guarantor Company agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 13.20 18 satisfactory to the HoldersRepresentatives. (d) Each Issuer and each Guarantor The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in paragraphs clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to such Issuer or such Guarantorthe Partnership, at its address specified in or designated pursuant to this IndentureAgreement. Each Issuer and each Guarantor The Company agrees that the failure of any Process Agent specified in paragraphs (a) through (c) aboveAgent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Holder Underwriters to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over either Issuer or any Guarantor the Company or bring actions, suits or proceedings against them it in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) Each Issuer and each Guarantor The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture, the Notes or the Note Guarantees Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives waive and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 13.20 18 shall survive any termination of this IndentureAgreement, in whole or in part, and shall survive delivery and payment for the NotesSecurities.

Appointment of Agent for Service of Process. (a) Each Issuer The Company and each Guarantor hereby irrevocably consents consent and agrees agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against it by the Trustee or the Holders them with respect to its their obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note GuaranteesAgreement, by serving a copy thereof upon any employee of either Issuer any of the Company or any Guarantor (in such capacity, the “"Company Process Agent”") at any business location that either Issuer the Company or any Guarantor may maintain from time to time in the United States including, without limitation, at the offices of 1011778 B.C. Unlimited Liability CompanyNavios Corporation located at 00 Xxxxxxxx Xxxxxx, c/o Restaurant Brands International Inc.Suite 200, 000 Xxxx Xxxxxx XxxxSouth Norwalk, Xxxxx 000, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0Connecticut 06854. (b) If at any time either Issuer the Company or any Guarantor has or maintains a business location in the State of New York (such Person, the “"New York Presence Obligor”"), then either Issuer or any Guarantor the Company and the Guarantors shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by the Trustee or the Holders in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtscourts (the "New York Process Agent"). (c) The Issuer If at any time either (i) neither the Company nor any Guarantor maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Company or any Guarantor fails to satisfy its obligations under the foregoing paragraph (b), then the Company and any non-U.S. Guarantor the Guarantors shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation Service CompanySystem, with offices currently at 1180 Avenue of the Americas000 Xxxxxx Xxxxxx, Suite 201Xxx Xxxx, New York, New York Xxx Xxxx 00000 (or such other third party corporate service provider of national standingstanding as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by the Trustee or the Holders in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “"Third Party Process Agent”"; each of the Company Process Agent, the New York Process Agent or the Third Party Process Agent, a "Process Agent") and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, each of the Issuer Company and each non-U.S. Guarantor the Guarantors agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 13.20 15.15 reasonably satisfactory to the HoldersRepresentatives. (d) Each Issuer of the Company and each Guarantor the Guarantors further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them arising out of or in connection with this Agreement by (i) serving a copy thereof upon any of the relevant Process Agents specified in paragraphs clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to such Issuer or such Guarantorthe Company, at its address specified in or designated pursuant to this IndentureAgreement (including by reference pursuant to Section 5.4). Each Issuer of the Company and each Guarantor the Guarantors agrees that the failure of any Process Agent specified in paragraphs (a) through (c) aboveAgent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of the Trustee any Initial Purchaser (or any Holder or other third party beneficiary hereunder) to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over either Issuer the Company or any Guarantor the Guarantors or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) Each Issuer of the Company and each Guarantor the Guarantors hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture, the Notes or the Note Guarantees Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 13.20 5.15 shall survive any termination of this IndentureAgreement, in whole or in part, and shall survive delivery and payment for the Notes.

Appointment of Agent for Service of Process. (a) Each Issuer and each Guarantor hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against it by the Trustee or the Holders with respect to its obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees, by serving a copy thereof upon any employee of either Issuer or any Guarantor (in such capacity, the “Process Agent”) at any business location that either Issuer or any Guarantor may maintain from time to time in the United States including, without limitation, at the offices of 1011778 B.C. Unlimited Liability Company, c/o Restaurant Brands International Inc., 000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0. (b) If at any time either Issuer or any Guarantor has or maintains a business location in the State of New York (such Person, the “New York Presence Obligor”), then either Issuer or any Guarantor shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by the Trustee or the Holders in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. (c) The Issuer and any non-U.S. Guarantor shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower Corporation Service Company, with offices currently at 1180 Avenue of the Americas0000 Xxxxxx xx xxx Xxxxxxxx, Suite 201Xxxxx 000, New YorkXxx Xxxx, New York Xxx Xxxx (or such other third party corporate service provider of national standing), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by the Trustee or the Holders in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Issuer and each non-U.S. Guarantor agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 13.20 satisfactory to the Holders.each (d) Each Issuer and each Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in paragraphs (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to such Issuer or such Guarantor, at its address specified in or designated pursuant to this Indenture. Each Issuer and each Guarantor agrees that the failure of any Process Agent specified in paragraphs (a) through (c) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over either Issuer or any Guarantor or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) Each Issuer and each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. . (g) The provisions of this Section 13.20 shall survive any termination of this Indenture, in whole or in part, and shall survive delivery and payment for the Notes.

Appointment of Agent for Service of Process. (a) Each The Issuer and each Guarantor hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against it by the Trustee or the Holders with respect to its obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees, by serving a copy thereof upon any employee of either Issuer or any Guarantor (in such capacity, the “Process Agent”) at any business location that either Issuer or any Guarantor may maintain from time to time in the United States including, without limitation, at the offices of 1011778 B.C. Unlimited Liability CompanyBankrate, c/o Restaurant Brands International Inc., 000 Xxxx Xxxxxx Xxxx00000 X.X. Xxxxxxx Xxx, Xxxxx 000, XxxxxxxXxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxx X0X 0X0Xxxxxxx 00000. (b) If at any time either Issuer or any Guarantor has or maintains a business location in the State of New York (such Person, the “New York Presence Obligor”), then either Issuer or any Guarantor shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by the Trustee or the Holders in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. (c) The Issuer and any non-U.S. Guarantor shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower Corporation Service Company, with offices currently at 1180 Avenue of the Americas, Suite 201, New York, New York (or such other third party corporate service provider of national standing), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by the Trustee or the Holders in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Issuer and each non-U.S. Guarantor agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 13.20 satisfactory to the Holders. (d) Each Issuer and each Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in paragraphs clause (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to such the Issuer or such Guarantor, at its address specified in or designated pursuant to this Indenture. Each The Issuer and each Guarantor agrees that the failure of any Process Agent specified in paragraphs clause (a) through (c) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (ec) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over either the Issuer or any Guarantor or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (fd) Each The Issuer and each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (ge) The provisions of this Section 13.20 12.21 shall survive any termination of this Indenture, in whole or in part, and shall survive delivery and payment for the Notes.