Common use of Consent to Jurisdiction and Service of Process Clause in Contracts

Consent to Jurisdiction and Service of Process. The Issuer waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal action or proceeding. Nothing in this Section shall affect the right of the Trustee or any Noteholder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer waivesEach of Parent and the Company agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. Each of Parent and binding upon the Issuer Company hereby irrevocably and may be enforced in unconditionally designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer CT Corporation shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon Parent or the Company, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 13.13 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against Parent or the Issuer Company in the courts of any jurisdiction or jurisdictions. Each of Parent and 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 CT Corporation in full force and effect so long as the Securities are outstanding. Each of Parent and the Company hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, each of Parent and the Company agrees to designate a new agent in New York City. To the extent that Parent or the Company has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, Luxembourg, Bermuda or other jurisdiction in which Parent or the Company, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of Parent and the Company hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany and any Guarantor, if applicable, agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. Each of the Company and binding upon the Issuer any Guarantor, if applicable, hereby irrevocably and may be enforced in unconditionally designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer CT Corporation shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company or such Guarantor, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 14.13 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer Company or any Guarantor in the courts of any jurisdiction or jurisdictions. Each of the Company and any Guarantor, if applicable, 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 CT Corporation in full force and effect so long as the Securities are outstanding. Each of the Company and any Guarantor, if applicable, hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, each of the Company and such Guarantor agrees to designate a new agent in New York City. To the extent that the Company or a Guarantor, if applicable, has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York or other jurisdiction in which the Company or such Guarantor, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of the Company and such Guarantor hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waives, to To the fullest extent permitted by applicable law, any objection which it may have each of the Issuer and the Guarantors irrevocably submits to the laying non-exclusive jurisdiction of the and venue in any suit, action U.S. federal or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal state court sitting located in the Borough of Manhattan in the City of New York Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any claim related documents, and irrevocably agrees that any all claims in respect of such suitlegal action, action suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment may be determined in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon court. Each of the Issuer and may be enforced in any court the Guarantors, to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise fullest extent permitted by applicable law. As long , irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the “Authorized Agent”), as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an its authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any such legal action action, suit or proceeding arising out of or relating proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service Guarantors further agree that service of process upon such agent their Authorized Agent and written notice of such service mailed or delivered to the Issuer and the Guarantors, as the case may be, as set forth above, shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such legal action suit or proceeding. Nothing in this Section herein shall affect the right of the Trustee or any Noteholder person to serve process in any other manner permitted by law law. The Issuer and the Guarantors agree that a final action in any such suit or limit proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the right judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictionssuch matters.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany and any Guarantor, if applicable, agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. Each of the Company and binding upon the Issuer any Guarantor, if applicable, hereby irrevocably and may be enforced in unconditionally designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer CT Corporation shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company or such Guarantor, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 13.13 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer Company or any Guarantor in the courts of any jurisdiction or jurisdictions. Each of the Company and any Guarantor, if applicable, 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 CT Corporation in full force and effect so long as the Securities are outstanding. Each of the Company and any Guarantor, if applicable, hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, each of the Company and such Guarantor agrees to designate a new agent in New York City. To the extent that the Company or a Guarantor, if applicable, has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York or other jurisdiction in which the Company or such Guarantor, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of the Company and such Guarantor hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waives, to the fullest extent permitted by law, any objection which it may have to the laying Each of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or Foreign Guarantors is not organized under the laws the United States Federal court sitting in (including the Borough States thereof and the District of Manhattan in Columbia) and therefore hereby appoints the City of New York and any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon Company as the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in thereof (the Borough of Manhattan, the City of New York “Authorized Agent”) upon whom process may be served in any legal action action, suit or proceeding arising out of or relating based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the Indenture fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any Note such proceeding and will upon expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such agent promptly notify the Trustee in writing purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the name Foreign Guarantor agrees to take any and address all actions, including the filing of any and all documents and instruments, that may be necessary to continue such agentappointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such agent and written notice of such service mailed or delivered to the Issuer action shall to the extent permitted by law be deemed deemed, in every respect respect, effective service of process upon each Foreign Guarantor. Notwithstanding the Issuer foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such legal action or proceedingaction. Nothing in this Section shall affect The Company hereby accepts the right foregoing appointments as agent for service of the Trustee or any Noteholder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictionsprocess.

Consent to Jurisdiction and Service of Process. (a) The Issuer Company and each of the Guarantors irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Notes, and waives any immunity from the jurisdiction of such courts. The Company and each of the Guarantors irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any such suit, action or proceeding arising out of or relating to this Indenture or any Note that may be brought in any New York State such courts whether on the grounds of venue, residence or United States Federal court sitting in domicile or on the Borough of Manhattan in the City of New York and any claim ground that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees Company and each Guarantor agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Company and may be enforced in any court each such Guarantor, and waives, to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise fullest extent permitted by law. As long as , any objection to the enforcement by any competent court in the Company’s and each such Guarantor’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding. (b) The Company and each of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York Guarantors have an appointed CT Corporation as their authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in relation to any legal action proceedings in a state or proceeding arising out federal court in the Borough of or relating Manhattan in The City of New York, New York (the “Authorized Agent”). Such appointment of the Authorized Agent shall be irrevocable unless and until replaced by an agent acceptable to the Indenture Trustee, or any Note person who controls the Trustee. The Company and will upon the appointment of such agent promptly notify the Trustee in writing each of the name Guarantors represent and address warrant that the Authorized Agent has agreed to act as said agent for service of process, and the Company and each of the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such agentappointment in full force and effect as aforesaid. Service of process upon such agent the Authorized Agent and written notice of such service mailed or delivered to the Issuer Company and each of the Guarantors shall to the extent permitted by law be deemed deemed, in every respect respect, effective service of process upon this Indenture. The Company and each of the Issuer in any such legal action or proceeding. Nothing in this Section Guarantors agree that nothing herein shall affect the right to effect service of the Trustee or any Noteholder to serve process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. (c) To the extent that the Company or any of the Trustee Guarantors may be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to bring proceedings against or arising out of this Indenture to claim for itself or its revenues, assets or properties immunity (whether by reason of sovereign immunity or otherwise) from suit, from the Issuer in the courts jurisdiction of any court (including, but not limited to, any court of the United States of America or the State of New York) or from any legal process with respect to itself or its property, from attachment prior to judgment, from set-off, from execution of a judgment, from the grant of injunctive relief, whether prior to or after judgment, or from any other legal process (including, without limitation, in relation to enforcement of any arbitration award), and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or jurisdictionsnot claimed), the Company or such Guarantor, as applicable, hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity and consents to the grant of any such relief.

Consent to Jurisdiction and Service of Process. The Issuer waivesEach of the parties hereto agree that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security, any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive and binding upon respect thereof. To the Issuer and extent that any party hereto has or hereafter may be enforced in acquire any immunity from jurisdiction of any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer (including any court in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain OutstandingUnited States, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City State of New York have an authorized agent or other jurisdiction in the Borough which such party or any successor thereof may be organized or any political subdivisions thereof) or from any legal process (whether through service of Manhattannotice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to Securities, the Indenture Guarantees or any Note other documents or actions to enforce judgments in respect of any thereof, then each such party hereby irrevocably waives such immunity, and will upon any defense based on such immunity, in respect of its obligations under the appointment of such agent promptly notify above-referenced documents and the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall transactions contemplated thereby, to the extent permitted by law be deemed in every respect effective law. The Issuer hereby appoints the Parent’s Corporate Secretary at the Parent’s principal executive offices at 0000 Xxxxx X-00, Xxxxxx Xxxxxx, Xxxxxxxx 00000, as its agent to receive service of process upon the Issuer or other legal summons for purposes of any suit, action or proceeding that may be instituted in any such legal action state or proceeding. Nothing federal court in this Section shall affect the right Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of the Trustee or any Noteholder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictionsAmerica.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany and any Guarantor, if applicable, agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. Each of the Company and binding upon the Issuer any Guarantor, if applicable, hereby irrevocably and may be enforced in unconditionally designates and appoints Corporation Service Company, 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, X.X.X. (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer Corporation Service Company shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company or such Guarantor, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 13.13 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer Company or any Guarantor in the courts of any jurisdiction or jurisdictions. Each of the Company and any Guarantor, if applicable, 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 Corporation Service Company in full force and effect so long as the Securities are outstanding. Each of the Company and any Guarantor, if applicable, hereby irrevocably and unconditionally authorizes and directs Corporation Service Company to accept such service on its behalf. If for any reason Corporation Service Company ceases to be available to act as such, each of the Company and such Guarantor agrees to designate a new agent in New York City. To the extent that the Company or a Guarantor, if applicable, has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York or other jurisdiction in which the Company or such Guarantor, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of the Company and such Guarantor hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waives, to the fullest extent permitted by law, any objection which it may have to the laying Each of the venue in Company and the Guarantor agrees that any legal suit, action or proceeding arising out of brought by any party to enforce any rights under or relating with respect to this Indenture Indenture, any Security and any Guarantee or any Note brought other document or the transactions contemplated hereby or thereby may be instituted in any New York State state or United States Federal federal court sitting in the Borough of Manhattan in of the City of New York and Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law any claim objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. The Company hereby irrevocably and binding upon the Issuer unconditionally designates and may be enforced in appoints CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer CT Corporation System shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 113 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 CT Corporation System in full force and effect so long as the Securities are outstanding. The Company hereby irrevocably and unconditionally authorizes and directs CT Corporation System to accept such service on its behalf. If for any reason CT Corporation System ceases to be available to act as such, the Company agrees to designate a new agent in New York City.

Consent to Jurisdiction and Service of Process. The Issuer waives, to To the fullest extent permitted by applicable law, any objection which it may have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any court Company irrevocably submits to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer any Federal or State court in the manner specified City, County and State of New York, United States of America, in any suit or proceeding based on or arising under the following paragraph Securities or this Indenture (solely in connection with any such suit or proceeding), and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company hereby irrevocably designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. ("CT"), as otherwise permitted by law. As long as any the authorized agent of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York Company upon whom process may be served in any legal action such suit or proceeding arising out of or relating to proceeding, it being understood that the Indenture or any Note designation and will upon the appointment of CT Corporation System as such authorized agent promptly notify shall become effective immediately without any further action on the Trustee in writing part of the name and address Company. The Company represents that it has notified CT of such agentdesignation and appointment and that CT has accepted the same in writing. Service The Company hereby irrevocably authorizes and directs CT to accept such service. The Company further agrees that service of process upon such agent CT and written notice of such said service to the Company mailed by prepaid registered first class mail or delivered to the Issuer CT at its principal office, shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal action suit or proceeding. Nothing in this Section herein shall affect the right of the Trustee or any Noteholder party hereto to serve process in any other manner permitted by law or limit law. The Company further agrees to take any and all action, including the right of the Trustee to bring proceedings against the Issuer in the courts execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT in full force and effect so long as the Company has any outstanding obligations under the Securities or this Indenture. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or jurisdictionsfrom any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Securities and this Indenture, to the fullest extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waives, to To the fullest extent permitted by applicable law, any objection which it may have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any court Company irrevocably submits to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer any Federal or State court in the manner specified City, County and State of New York, United States of America, in any suit or proceeding based on or arising under the following paragraph Notes or this Indenture (solely in connection with any such suit or proceeding), and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company hereby irrevocably designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (“CT”), as otherwise permitted by law. As long as any the authorized agent of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York Company upon whom process may be served in any legal action such suit or proceeding arising out of or relating to proceeding, it being understood that the Indenture or any Note designation and will upon the appointment of CT Corporation System as such authorized agent promptly notify shall become effective immediately without any further action on the Trustee in writing part of the name and address Company. The Company represents that it has notified CT of such agentdesignation and appointment and that CT has accepted the same in writing. Service The Company hereby irrevocably authorizes and directs CT to accept such service. The Company further agrees that service of process upon such agent CT and written notice of such said service to the Company mailed by prepaid registered first class mail or delivered to the Issuer CT at its principal office, shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal action suit or proceeding. Nothing in this Section herein shall affect the right of the Trustee or any Noteholder party hereto to serve process in any other manner permitted by law or limit law. The Company further agrees to take any and all action, including the right of the Trustee to bring proceedings against the Issuer in the courts execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT in full force and effect so long as the Company has any outstanding obligations under the Notes or this Indenture. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or jurisdictionsfrom any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Notes and this Indenture, to the fullest extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesAny Action involving any party to this Agreement arising out of or in any way relating to this Agreement, including all disputes (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, shall be brought exclusively in the Court of Chancery of the State of Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter) or, if the Superior Court of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”) and each of the parties hereby submits to the fullest extent permitted by law, exclusive jurisdiction of the Chosen Courts for the purpose of any such Action. Each party irrevocably and unconditionally agrees not to assert (a) any objection which it may ever have to the laying of the venue of any such Action in any suitChosen Court, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and (b) any claim that any such suit, action or proceeding Action brought in such court any Chosen Court has been brought in an inconvenient forumforum and (c) any claim that any Chosen Court does not have personal jurisdiction over any party with respect to such Action. The Issuer agrees To the extent that final judgment service of process by mail is permitted by applicable Law, each party irrevocably consents to the service of process in any such suit, action or proceeding brought Action in such a court shall be conclusive and binding upon courts by the Issuer and mailing of such process by registered or certified mail, postage prepaid, at its address set forth on the signature pages hereto. The parties agree that any judgment entered by any Chosen Court may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal action or proceeding. Nothing in this Section shall affect the right of the Trustee or any Noteholder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictionscompetent jurisdiction.

Consent to Jurisdiction and Service of Process. The Issuer waives, to To the fullest extent permitted by applicable law, any objection which it may have each of the Issuer and the Guarantors irrevocably submits to the laying non-exclusive jurisdiction of the and venue in any suit, action U.S. federal or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal state court sitting located in the Borough of Manhattan in the City of New York Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any claim related documents, and irrevocably agrees that any all claims in respect of such suitlegal action, action suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment may be determined in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon court. Each of the Issuer and may be enforced in any court the Guarantors, to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise fullest extent permitted by applicable law. As long , irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the “Authorized Agent”), as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an its authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any such legal action action, suit or proceeding arising out of or relating proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service Guarantors further agree that service of process upon such agent their Authorized Agent and written notice of such service mailed or delivered to the Issuer and the Guarantors, as the case may be, as set forth above, shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such legal action suit or proceeding. Nothing in this Section herein shall affect the right of the Trustee or any Noteholder person to serve process in any other manner permitted by law law. The Issuer and the Guarantors agree that a final action in any such suit or limit proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the right judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 13.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictionssuch matters.

Consent to Jurisdiction and Service of Process. (a) The Issuer Company irrevocably consents to the nonexclusive jurisdiction of any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Indenture or the Securities. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any suit, action or proceeding arising out of or relating to that may be brought in connection with this Indenture or any Note brought the Securities in any New York State such courts whether on the grounds of venue, residence or United States Federal court sitting in domicile or on the Borough of Manhattan in the City of New York and any claim ground that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Company and may be enforced in any court to the jurisdiction of which the Issuer Company is subject by a suit upon such judgment, ; provided that service of process is effected upon the Issuer Company in the manner specified in the following paragraph provided by this Indenture or as otherwise permitted by law. As long as Notwithstanding the foregoing, any suit, action or proceeding brought in connection with this Indenture or the Securities against the Company may be instituted in any competent court in the Republic of Chile. (b) The Company agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture or the Securities against the Company in any court of the Notes remain OutstandingState of New York or any United States Federal court sitting, the Issuer will at all times during which the Issuer does not maintain an office in each case, in the Borough of Manhattan, The City of New York, may be made upon CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the Company irrevocably appoints as its authorized agent for service of process. The Company represents and warrants that CT Corporation System has agreed to act as the Company’s agent for service of process. The Company agrees that such appointment shall be irrevocable so long as any of the Securities remain outstanding or until the irrevocable appointment by the Company of a successor in The City of New York have an as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the agent for service of process for the Company, the Company shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York or any United States Federal court, in each case, in the Borough of Manhattan, the The City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service York, service of process upon such CT Corporation System, as the authorized agent of the Company for service of process, and written notice of such service mailed or delivered to the Issuer Company shall to the extent permitted by law be deemed deemed, in every respect respect, effective service of process upon the Issuer in any such legal action or proceeding. Company. (c) Nothing in this Section shall affect the right of the Trustee or any Noteholder party to serve legal process in any other manner permitted by applicable law or limit affect the right of the Trustee any party to bring proceedings any action or proceeding against the Issuer any other party or its property in the courts of any jurisdiction or other jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer waivesEach of the Guarantor and the Company agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. The (i) Company hereby irrevocably and binding upon the Issuer unconditionally designates and may be enforced in appoints Mallinckrodt Enterprises LLC, 000 XxXxxxxxx Xxxx., Hazelwood, MO 63042, U.S.A. (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer Mallinckrodt Enterprises LLC shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company, as the case may be and (ii) CIFSA hereby irrevocably and unconditionally designates and appoints Covidien Holdings Inc., 00 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, X.X.X. (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon Covidien Holdings Inc. shall be deemed in every respect effective service of process upon CIFSA in any such suit, action or proceeding and shall be taken and held to be valid personal service upon CIFSA, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 13.13 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against a Guarantor or the Issuer Company in the courts of any jurisdiction or jurisdictions. Each of CIFSA and 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 set forth in the immediately preceding sentence in full force and effect so long as the Securities are outstanding. Each of CIFSA and the Company hereby irrevocably and unconditionally authorizes and directs their respective authorized agents to accept such service on their behalf. If for any reason any authorized agent ceases to be available to act as such, CIFSA and/or the Company, as the case may be, agrees to designate a new agent in New York City. To the extent that a Guarantor or the Company has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, Luxembourg, Ireland or other jurisdiction in which a Guarantor or the Company, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of the Guarantor and the Company hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture or the Securities or any coupon may be instituted in any state or federal court in New York City and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Company hereby irrevocably designates and appoints each of Sea Containers America Inc. (“SCA”) and Corporation Service Company (“CSC”) as the Company’s authorized agents to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon either or both SCA or any successor (provided, however, that such service upon SCA or any successor shall only be required by this Section 1.15 as long as SCA or such successor maintains an office at the Issuer address set forth herein or at another address in New York City which the Company has designated by written notice to the Trustee) at its office at 1155 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and CSC or any successor at its office at 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000-0000 (or such other address in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City State of New York have an authorized agent in as the Borough of Manhattan, the City of New York upon whom process Company may be served in any legal action or proceeding arising out of or relating designate by written notice to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Trustee) and written notice of such service mailed to the Company marked or delivered to the Issuer shall either or both SCA (subject to the extent permitted by law foregoing proviso) and CSC at their addresses set forth herein, shall be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Nothing in this Section 1.15 shall affect the right of the Company or the Trustee or any Noteholder to serve process in any manner permitted by law or limit the right of the Trustee any party hereto to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 SCA and CSC in full force and effect so long as this Indenture or any of the Securities shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Securities, to the extent permitted by law. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SENIOR NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction and Service of Process. The Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Issuer waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in of any such suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal such a court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such court has been brought in an any inconvenient forum. The Issuer agrees that any final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in the courts of Canada (or any court other courts to the jurisdiction of which the Issuer is subject subject) by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Issuer does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Notes Securities remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the The City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agentSecurity. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal action or proceeding. The Issuer hereby appoints CT Corporation System (formerly The Corporation Trust Company) as its agent for such purpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address in the Borough of Manhattan, The City of New York, as the Issuer may designate by written notice to the Trustee). The Issuer hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Issuer set forth in Section 11.4 or to any other address of which the Issuer shall have given written notice to the Trustee. The Issuer irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be a valid personal service upon and personal delivery to the Issuer. Nothing in this Section shall affect the right of the Trustee or any Noteholder Securityholder to serve process in any manner permitted by law or limit the right of the Trustee or any Securityholder to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this agreement or the Indentures or the Convertible Notes or Warrants may be instituted in any state or federal court in New York City and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Company hereby irrevocably designates and appoints Prentice Hall Corporate Service ("PH") as the Company's authorized agents to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in the manner specified in the following paragraph PH (or as otherwise permitted by law. As long as any of the Notes remain Outstandingsuccessor) at its office at 15 Columbus Circle, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of ManhattanNew York, the City of New York have an authorized agent in 10023 (or such other address xx xxx Xxxxxxx xx Xxxxxxxxx, Xxx Xxxx Xxxx, as the Borough of Manhattan, the City of New York upon whom process Company may be served in any legal action or proceeding arising out of or relating designate by written notice to the Indenture or any Note and will upon trustee under the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Indentures) and written notice of such service mailed to the Company marked or delivered to the Issuer PH at its address set forth herein shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Nothing in this Section 13 shall affect the right of the Trustee or any Noteholder party hereto to serve process in any manner permitted by law or limit the right of the Trustee any party hereto to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 PH in full force and effect so long as this agreement or any of the Convertible Notes or Warrants shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this agreement and the Convertible Notes or Warrants, to the extent permitted by law. The Company covenants to forthwith make all appropriate arrangements to appoint PH for the purposes of the foregoing. If the Company and PH are unable to agree on terms for the appointment of PH in such capacity within thirty (30) days, the Company shall forthwith make arrangements for the appointment of another agent reasonably acceptable to the Investor for such purposes.

Consent to Jurisdiction and Service of Process. The Issuer waives, Bank irrevocably submits to the fullest extent permitted by law, jurisdiction of any objection which it may have to the laying New York State or Federal court sitting in The City of the venue in New York over any suit, action or proceeding arising out of or relating to this Indenture or any Note Security. The Bank irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the venue of any such suit, action or proceeding brought in any New York State or United States Federal such a court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an any inconvenient forum. The Issuer Bank agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Bank and may be enforced in the courts of Canada (or any court other courts to the jurisdiction of which the Issuer Bank is subject subject) by a suit upon such judgment, provided that service of process is effected upon the Issuer Bank in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Bank does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Notes Securities remain Outstandingoutstanding, the Issuer Bank will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the The City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agentSecurity. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer Bank shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Bank in any such legal action or proceeding. The Bank hereby appoints National Corporate Research, Ltd. as its agent for such purpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at 000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000-0000 (or at such other address in the Borough of Manhattan, The City of New York, as the Bank may designate by written notice to the Trustee). The Bank hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Bank in Toronto set forth in the first paragraph of this instrument or to any other address of which the Bank shall have given written notice to the Trustee. The Bank irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Bank in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Bank. Nothing in this Section shall affect the right of the Trustee or any Noteholder Holder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer Bank in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany and each of the Guarantors agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forumforum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Issuer agrees Company and the Guarantors agree that a final non-appealable judgment in any such suit, action or proceeding brought in such a court proceedings shall be conclusive and binding upon the Issuer and may be enforced in other jurisdictions by suit on the judgment or in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, other manner provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any The Company and each of the Notes remain OutstandingGuarantors hereby irrevocably and unconditionally designates and appoints C T Corporation System, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan000 Xxxxxx Xxxxxx, the City of New York have an 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its authorized agent in the Borough to receive and forward on its behalf service of Manhattan, the City of New York upon whom any and all process which may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer C T Corporation System shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company or any Guarantor, as the case may be. Nothing in this Section 13.13 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer Company or the Guarantors in the courts of any jurisdiction or jurisdictions. The Company and each Guarantor 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 C T Corporation System in full force and effect so long as the Securities are outstanding. If for any reason C T Corporation System ceases to be available to act as such, the Company and each Guarantor agrees to designate a new agent in the United States. To the extent that the Company or the Guarantors has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, England, Wales, Luxembourg, Bermuda or other jurisdiction in which the Company or the Guarantors, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of Company and each of the Guarantors hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to the Indenture or the Securities may be instituted in any state or federal court in The City of New York, State of New York, and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Company hereby irrevocably designates and appoints the Company's General Counsel as the Company's authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in Company's General Counsel at his office at the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain OutstandingCompany, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan0000 Xxxxxxxxx Xxx, the City of New York have an authorized agent in the Borough of ManhattanXxxxx, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Xxxxxxx 00000 and written notice of such said service to the Company, mailed or delivered to the Issuer Company's General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000, shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 114 shall affect the right of any party to the Trustee or any Noteholder Indenture to serve process in any manner permitted by law or limit the right of any party to the Trustee Indenture to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 Company's General Counsel in full force and effect so long as the Indenture or any of the Securities shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Indenture and the Securities, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waives, Bank irrevocably submits to the fullest extent permitted by law, jurisdiction of any objection which it may have to the laying New York State or Federal court sitting in The City of the venue in New York over any suit, action or proceeding arising out of or relating to this Indenture or any Note Security. The Bank irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the venue of any such suit, action or proceeding brought in any New York State or United States Federal such a court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an any inconvenient forum. The Issuer Bank agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Bank and may be enforced in the courts of Canada (or any court other courts to the jurisdiction of which the Issuer Bank is subject subject) by a suit upon such judgment, provided that service of process is effected upon the Issuer Bank in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Bank does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Notes Securities remain Outstandingoutstanding, the Issuer Bank will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the The City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agentSecurity. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer Bank shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Bank in any such legal action or proceeding. The Bank hereby appoints National Corporate Research, Ltd. as its agent for such purpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at 225 West 34th Street, Suite 910, New York, NY 10122-0032 (or at such oxxxx xxxxxxx xx xxx Xxxxxxx xx Xxxxxxxxx, Xxx Xxxx xx Xxw York, as the Bank may designate by written notice to the Trustee). The Bank hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Bank in Toronto set forth in the first paragraph of this instrument or to any other address of which the Bank shall have given written notice to the Trustee. The Bank irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Bank in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Bank. Nothing in this Section shall affect the right of the Trustee or any Noteholder Holder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer Bank in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. (a) The Issuer Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Creditor Party may otherwise have to bring any action or proceeding relating to this Agreement against the Guarantor or its properties in the courts of any jurisdiction. (b) The Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, any objection which it the Guarantor may now or hereafter have to the laying of the venue in of any suit, action or proceeding arising out of or relating to this Indenture or any Note brought Agreement in any New York State or United States Federal court sitting referred to in paragraph (a) of this Section. The Guarantor hereby irrevocably waives, to the Borough fullest extent permitted by law, the defense of Manhattan in an inconvenient forum to the City maintenance of New York and any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any court court. (c) Each party to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that this Agreement irrevocably consents to service of process is effected upon the Issuer in the manner specified provided for notices in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal action or proceedingSection 4.03. Nothing in this Section shall Agreement will affect the right of the Trustee or any Noteholder party to this Agreement to serve process in any other manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictionslaw.

Consent to Jurisdiction and Service of Process. The Issuer waives, to the fullest extent permitted by law, any objection which it may have to the laying Each of the venue in Company and [each][the] Guarantor agrees that any legal suit, action or proceeding arising out of brought by any party to enforce any rights under or relating with respect to this Indenture Indenture, any Security and any Guarantee or any Note brought other document or the transactions contemplated hereby or thereby may be instituted in any New York State state or United States Federal federal court sitting in the Borough of Manhattan in of the City of New York and York, State of New York, United States of America, irrevocably waives to the fullest extent permitted by law any claim objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. The Company hereby irrevocably and binding upon the Issuer unconditionally designates and may be enforced in appoints [ ], located at [ ] (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer [ ] shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 11.13 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 [ ] in full force and effect so long as the Securities are outstanding. The Company hereby irrevocably and unconditionally authorizes and directs [ ] to accept such service on its behalf. If for any reason [ ] ceases to be available to act as such, the Company agrees to designate a new agent in New York City.

Consent to Jurisdiction and Service of Process. The Issuer waivesEach of the Company and the Guarantor agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive and binding upon respect thereof. To the Issuer and extent that the Company or the Guarantor has or hereafter may be enforced in acquire any immunity from jurisdiction of any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer (including any court in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain OutstandingUnited States, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City State of New York have an authorized agent or other jurisdiction in which the Borough of ManhattanCompany, the City of New York upon whom process Guarantor or any successor thereof may be served in organized or any political subdivisions thereof) or from any legal action process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or proceeding arising out of otherwise) with respect to itself or relating to its property or assets, this Indenture, the Indenture Securities or any Note and will upon the appointment other documents or actions to enforce judgments in respect of such agent promptly notify the Trustee in writing any thereof, then each of the name Company and address the Guarantor hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of such agent. Service of process upon such agent its obligations under the above-referenced documents and written notice of such service mailed or delivered to the Issuer shall transactions contemplated thereby, to the extent permitted by law be deemed in every respect effective law. The Company hereby appoints Capitol Services, Inc., 0000 X. Xxxxx Xx., Xxxxx X, Xxxxx, Xxxxxxxx 00000, as its agent to receive service of process upon the Issuer or other legal summons for purposes of any suit, action or proceeding that may be instituted in any such legal action state or proceeding. Nothing federal court in this Section shall affect the right Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of the Trustee or any Noteholder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictionsAmerica.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany and each Guarantor (including Parent and Tyco SCA) agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which that it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. The Company and binding upon the Issuer each Guarantor (including Parent and may be enforced in Tyco SCA) hereby irrevocably and unconditionally designates and appoints [ ] (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer [ ] shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company or each Guarantor, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 13.13 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer Company or any Guarantor in the courts of any jurisdiction or jurisdictions. The Company and each Guarantor 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 [ ] in full force and effect so long as the Securities are outstanding. The Company and each Guarantor hereby irrevocably and unconditionally authorizes and directs [ ] to accept such service on its behalf. If for any reason [ ] ceases to be available to act as such, the Company and each Guarantor agrees to designate a new agent in New York City. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, Luxembourg, Ireland or other jurisdiction in which the Company or such Guarantor, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then the Company and each Guarantor hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waives, Each of the Corporation and the Guarantor submits to the fullest extent permitted by law, non-exclusive jurisdiction of any objection which it may have to the laying of the venue New York State or federal court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture Indenture, any Security or the Guarantee. Each of the Corporation and the Guarantor irrevocably waives, to the fullest extent permitted by law, any Note objection that it may have to the laying of the venue of any such suit, action or proceeding brought in any New York State or United States Federal such a court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Issuer Each of the Corporation and the Guarantor agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Corporation and/or the Guarantor, as the case may be, and may be enforced in the courts of Canada, or any court other courts to the jurisdiction of which the Issuer Corporation or the Guarantor, as the case may be, is subject subject, by a suit upon such judgment, provided that service of process is effected upon the Issuer Corporation or the Guarantor, as the case may be, in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that neither the Corporation nor the Guarantor waives, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, each of the Notes remain Outstanding, Corporation and the Issuer Guarantor will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture Indenture, the Guarantee or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agentSecurity. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer Corporation and/or the Guarantor, as the case may be, shall to the extent permitted by law law, be deemed in every respect effective service of process upon the Issuer Corporation and/or the Guarantor, as the case may be, in any such legal action or proceeding. Each of the Corporation and the Guarantor shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, or the Guarantee in respect thereof, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation or the Guarantor, as the case may be, may designate in a written notice to the U.S. Trustee. Each of the Corporation and the Guarantor hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to their principal office at 000 Xxx Xxxxxx, 0xx Xxxxx, Xxxxx Tower, Toronto, Ontario M5G 2P5, Attention: Chief Financial Officer, or to any other address of which the Corporation or the Guarantor, as the case may be, shall have given written notice to the U.S. Trustee. Each of the Corporation and the Guarantor irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation and/or the Guarantor, as the case may be, in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation and/or the Guarantor, as the case may be. Nothing in this Section 1.13 shall affect the right of the Trustee Trustees or any Noteholder Holder to serve process in any manner permitted by law or limit the right of the Trustee Trustees to bring proceedings against the Issuer Corporation and/or the Guarantor in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. (a) The Issuer waives, submits to the fullest extent permitted by law, non-exclusive jurisdiction of any objection which it may have to the laying of the venue New York State or federal court sitting in New York City over any suit, action or proceeding arising out of or relating to this First Supplemental Indenture or any Note Note. The Issuer irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the venue of any such suit, action or proceeding brought in any New York State or United States Federal such a court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer it and may be enforced in the courts of Canada, or any court other courts to the jurisdiction of which the Issuer is subject subject, by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph clause (b) of this Section 13.3 or as otherwise permitted by law. ; provided, however, that the Issuer does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. (b) As long as any of the Notes remain Outstandingoutstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the this First Supplemental Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agentNote. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall shall, to the extent permitted by law law, be deemed in every respect effective service of process upon the Issuer in any such legal action or proceeding. The Issuer irrevocably appoints CT Corporation System as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the City and County of New York. (c) The Issuer hereby consents to process being served in any suit, action or proceeding of the nature referred to in clauses (a) or (b) of this Section 13.3 by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Issuer’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Issuer shall have given written notice to the U.S. Trustee. The Issuer irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Issuer. (d) Nothing in this Section 13.3 shall affect the right of the Trustee Trustees or any Noteholder Holder to serve process in any manner permitted by law or limit the right of the Trustee Trustees to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany and each Guarantor (including Tyco SCA and TIFSA) agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which that it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. The Company and binding upon the Issuer each Guarantor (including Tyco SCA and may be enforced in TIFSA) hereby irrevocably and unconditionally designates and appoints [ ] (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer [ ] shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company or Guarantor, as applicable, in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company or each Guarantor, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 13.13 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer Company or any Guarantor in the courts of any jurisdiction or jurisdictions. The Company and each Guarantor 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 [ ] in full force and effect so long as the Securities are outstanding. The Company and each Guarantor hereby irrevocably and unconditionally authorizes and directs [ ] to accept such service on its behalf. If for any reason [ ] ceases to be available to act as such, the Company and each Guarantor agrees to designate a new agent in New York City. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, Luxembourg, Ireland or other jurisdiction in which the Company or such Guarantor, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then the Company and each Guarantor hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany and each of the Guarantors agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or Federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forumforum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Issuer agrees Company and the Guarantors agree that a final non-appealable judgment in any such suit, action or proceeding brought in such a court proceedings shall be conclusive and binding upon the Issuer and may be enforced in other jurisdictions by suit on the judgment or in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, other manner provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any The Company and each of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an Guarantors hereby irrevocably and unconditionally designates and appoints as its authorized agent in the Borough to receive and forward on its behalf service of Manhattan, the City of New York upon whom any and all process which may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company or any Guarantor, as the case may be. Nothing in this Section 13.13 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer Company or the Guarantors in the courts of any jurisdiction or jurisdictions. The Company and each Guarantor 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 in full force and effect so long as the Securities are outstanding. If for any reason ceases to be available to act as such, the Company and each Guarantor agrees to designate a new agent in the United States. To the extent that the Company or the Guarantors has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, Ireland, England, Wales or other jurisdiction in which the Company or the Guarantors, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of Company and each of the Guarantors hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. (a) The Issuer Company and each of the Guarantors irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Notes, and waives any immunity from the jurisdiction of such courts. The Company and each of the Guarantors irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any such suit, action or proceeding arising out of or relating to this Indenture or any Note that may be brought in any New York State such courts whether on the grounds of venue, residence or United States Federal court sitting in domicile or on the Borough of Manhattan in the City of New York and any claim ground that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees Company and each Guarantor agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Company and may be enforced in any court each such Guarantor, and waives, to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise fullest extent permitted by law. As long as , any objection to the enforcement by any competent court in the Company’s and each such Guarantor’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding. (b) The Company and each of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York Guarantors have an appointed Corporation Service Company as their authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in relation to any legal action proceedings in a state or proceeding arising out federal court in the Borough of or relating Manhattan in The City of New York, New York (the “Authorized Agent”). Such appointment of the Authorized Agent shall be irrevocable unless and until replaced by an agent acceptable to the Indenture Trustee, or any Note person who controls the Trustee. The Company and will upon the appointment of such agent promptly notify the Trustee in writing each of the name Guarantors represent and address warrant that the Authorized Agent has agreed to act as said agent for service of process, and the Company and each of the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such agentappointment in full force and effect as aforesaid. Service of process upon such agent the Authorized Agent and written notice of such service mailed or delivered to the Issuer Company and each of the Guarantors shall to the extent permitted by law be deemed deemed, in every respect respect, effective service of process upon this Indenture. The Company and each of the Issuer in any such legal action or proceeding. Nothing in this Section Guarantors agree that nothing herein shall affect the right to effect service of the Trustee or any Noteholder to serve process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. (c) To the extent that the Company or any of the Trustee Guarantors may be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to bring proceedings against or arising out of this Indenture to claim for itself or its revenues, assets or properties immunity (whether by reason of sovereign immunity or otherwise) from suit, from the Issuer in the courts jurisdiction of any court (including, but not limited to, any court of the United States of America or the State of New York) or from any legal process with respect to itself or its property, from attachment prior to judgment, from set-off, from execution of a judgment, from the grant of injunctive relief, whether prior to or after judgment, or from any other legal process (including, without limitation, in relation to enforcement of any arbitration award), and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or jurisdictionsnot claimed), the Company or such Guarantor, as applicable, hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity and consents to the grant of any such relief.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany, the Notes Guarantor and each Holder of a Security by its acceptance thereof irrevocably consent to the nonexclusive jurisdiction of any court of the State of New York or any U.S. Federal court sitting, in each case, in the Borough of Xxxxxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and waive any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, to the extent permitted by law. The Company and the Notes Guarantor waive, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any suit, action or proceeding arising out of or relating to that may be brought in connection with this Indenture or any Note brought the Securities in any New York State such courts whether on the grounds of venue, residence or United States Federal court sitting in domicile or on the Borough of Manhattan in the City of New York and any claim ground that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum, except in relation to certain assets related to services rendered and the concessions held by the Company or the Notes Guarantor (bens vinculados aos serviços) that cannot, as a matter of Brazilian law, be subject to liens, pledges, security interests, Charges, claims, encumbrances or disposal. The Issuer agrees Company and the Notes Guarantor agree that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Company and the Notes Guarantor and may be enforced in any court to the jurisdiction of which the Issuer Company or the Notes Guarantor is subject by a suit upon such judgment, ; provided that service of process is effected upon the Issuer Company and the Notes Guarantor in the manner specified provided in the following paragraph this Indenture or as otherwise permitted by law. As long as Notwithstanding the foregoing, any of the Notes remain Outstandingsuit, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the brought in connection with this Indenture or any Note and will upon the appointment of such agent promptly notify Securities against the Trustee in writing of Company or the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law Notes Guarantor may be deemed in every respect effective service of process upon the Issuer instituted in any such legal action or proceeding. Nothing court of competent jurisdiction in this Section shall affect the right of the Trustee or any Noteholder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictionstheir corporate domicile.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Agreement, the applicable Terms Agreement or the transactions contemplated hereby or thereby may be instituted in any state or federal court in The City of New York, State of New York, and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Company hereby irrevocably designates and appoints the Company’s General Counsel as the Company’s authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in Company’s General Counsel at his office at the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain OutstandingCompany, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan0000 Xxxxxxxxx Xxx, the City of New York have an authorized agent in the Borough of ManhattanXxxxx, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Xxxxxxx 00000 and written notice of such said service to the Company, mailed or delivered to the Issuer Company’s General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 15 shall affect the right of the Trustee Underwriters, their affiliates or any Noteholder indemnified party to serve process in any manner permitted by law or limit the right of the Trustee Underwriters, their affiliates or any indemnified party to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 Company’s General Counsel in full force and effect so long as this Agreement or the applicable Terms Agreement shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the applicable Terms Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer Company irrevocably submits to the jurisdiction of any New York State or Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in of any such suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal such a court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an any inconvenient forum. The Issuer Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Company and may be enforced in the courts of Canada (or any court other courts to the jurisdiction of which the Issuer Company is subject subject) by a suit upon such judgment, provided that service of process is effected upon the Issuer Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Notes Securities remain Outstandingoutstanding, the Issuer Company will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the The City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agentSecurity. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer Company shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal action or proceeding. The Company hereby appoints CT Corporation System as its agent for such purpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at 111 Eighth Avenue, New York, New York 10011 (or at such other addrxxx xx xxx Xxxxxxx xx Xxxxxxxxx, Xxx Xxxx of New York, as the Company may designate by written notice to the Trustee). The Company hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company set forth in the first paragraph of this instrument or to any other address of which the Company shall have given written notice to the Trustee. The Company irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Nothing in this Section shall affect the right of the Trustee or any Noteholder Holder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture or the Securities may be instituted in any state or federal court in New York City and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Company hereby irrevocably 34 23 designates and appoints CT Corporation System as the Company's authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer CT Corporation System at its office at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (xr such other address in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City State of New York have an authorized agent in as the Borough of Manhattan, the City of New York upon whom process Company may be served in any legal action or proceeding arising out of or relating designate by written notice to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Trustee) and written notice of such service mailed to the Company marked or delivered to the Issuer CT Corporation System at its address set forth herein shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Nothing in this Section 114 shall affect the right of the Trustee or any Noteholder party hereto to serve process in any manner permitted by law or limit the right of the Trustee any party hereto to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 CT Corporation System in full force and effect so long as this Indenture or any of the Securities shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Securities, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany and each Selling Shareholder agree that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Agreement, the applicable Terms Agreement or the transactions contemplated hereby or thereby may be instituted in any state or federal court in The City of New York, State of New York, and waive to the fullest extent permitted by law, law any objection which it they may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submit to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Each of the Company and each Selling Shareholder hereby irrevocably designates and appoints the Company’s General Counsel as the its authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in Company's General Counsel at his office at the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain OutstandingCompany, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan0000 Xxxxxxxxx Xxx, the City of New York have an authorized agent in the Borough of ManhattanXxxxx, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Xxxxxxx 00000 and written notice of such said service to the Company, mailed or delivered to the Issuer Company's General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company and each Selling Shareholder in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company and each Selling Shareholder. Said designation and appointment shall be irrevocable. Nothing in this Section 16 shall affect the right of the Trustee Underwriters, their affiliates or any Noteholder indemnified party to serve process in any manner permitted by law or limit the right of the Trustee Underwriters, their affiliates or any indemnified party to bring proceedings against the Issuer Company and each Selling Shareholder in the courts of any jurisdiction or jurisdictions. Each of the Company and the Selling Shareholders 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 Company's General Counsel in full force and effect so long as this Agreement or the applicable Terms Agreement shall be outstanding. To the extent that the Company and any Selling Shareholder 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, the Company and the Selling Shareholders each hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the applicable Terms Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer Company irrevocably submits to the nonexclusive jurisdiction of any New York State or Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in of any such suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal such a court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an any inconvenient forum. The Issuer Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Company and may be enforced in the courts of Canada (or any court other courts to the jurisdiction of which the Issuer Company is subject subject) by a suit upon such judgment, provided that service of process is effected upon the Issuer Company in the manner specified in the following paragraph or as otherwise permitted by law; PROVIDED, HOWEVER, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Notes Securities remain Outstandingoutstanding, the Issuer Company will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the The City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agentSecurity. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer Company shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal action or proceeding. The Company hereby appoints CT Corporation System as its agent for such purpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address in the Borough of Manhattan, The City of New York, as the Company may designate by written notice to the Trustee). The Company hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company set forth in the first paragraph of this instrument or to any other address of which the Company shall have given written notice to the Trustee. The Company irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Nothing in this Section shall affect the right of the Trustee or any Noteholder Holder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. (a) The Issuer irrevocably submits to the jurisdiction of any Federal court (or, if such court refuses to take jurisdiction, any Delaware State Court) located in the State of Delaware over any suit, action or proceeding arising out of or relating to this Indenture or any Senior Note. The Issuer irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court and any claim that any suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer it and may be enforced in the courts of Canada or any court other courts to the jurisdiction of which the Issuer is subject subject, by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. ; provided, however, that the Issuer does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment in each case before the trial court of a United States Federal or State court having appellate jurisdiction over such trial court or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. (b) As long as any of the Senior Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough State of Manhattan, the City of New York Delaware upon whom process may be served in any legal suit, action or proceeding arising out of or relating to the this Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agentSenior Note. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal suit, action or proceeding. The Issuer hereby irrevocably appoints CT Corporation System whose address is, as of the date hereof, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, as its agent for such purpose, axx xxxxxxxxx xxx xxxxxx xxxx xxxxxxx xx xxxxxxs in any such suit, action or proceeding may be made upon it at the office of such agent at said address (or at such other address in the State of Delaware as the Issuer may designate by written notice to the Trustee). The Issuer hereby represents and warrants that such agent has accepted such appointment and has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. (c) The Issuer hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested to the address of the Issuer specified in Section 105 or to any other address of which the Issuer shall have given written notice to the Trustee. The Issuer hereby irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service and mailing (i) shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service. (d) Nothing in this Section 115 shall affect the right of the Trustee or any Noteholder Holder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer or the Company in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer waivesCrystallex agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture or the Special Warrants, Convertible Notes or Common Share Purchase Warrants may be instituted in any state or federal court in New York City and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Crystallex hereby irrevocably designates and appoints Prentice Hall Corporate Service ("PH") as Crystallex's authorized agents to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in the manner specified in the following paragraph PH (or as otherwise permitted by law. As long as any of the Notes remain Outstandingsuccessor) at its office at 15 Columbus Circle, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of ManhattanNew York, the City of New York have an authorized agent in the Borough of Manhattan10023 (or such other address ix xxx Xxxxxxx xx Xxxxxxxxx, the City of New York upon whom process Xxx Xxxx Xxxx, xs Crystallex may be served in any legal action or proceeding arising out of or relating designate by written notice to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Trustee) and written notice of such service mailed to Crystallex marked or delivered to the Issuer PH at its address set forth herein shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Crystallex in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon Crystallex. Nothing in this Section 10.5 shall affect the right of the Trustee or any Noteholder party hereto to serve process in any manner permitted by law or limit the right of the Trustee any party hereto to bring proceedings against the Issuer Crystallex in the courts of any jurisdiction or jurisdictions. Crystallex 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 PH in full force and effect so long as this Indenture or any of the Special Warrants, Convertible Notes or Common Share Purchase Warrants shall be outstanding. To the extent that Crystallex 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, executor or otherwise) with respect to itself or its property, Crystallex hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Special Warrants, Convertible Notes or Warrants, to the extent permitted by law. Crystallex covenants to forthwith make all appropriate arrangements to appoint PH for the purposes of the foregoing. If Crystallex and PH are unable to agree on terms for the appointment of PH in such capacity within 30 days, Crystallex shall forthwith make arrangements for the appointment of another agent reasonably acceptable to the Investors for such purposes.

Consent to Jurisdiction and Service of Process. The Issuer waives(a) Any legal action or proceeding against Guarantor with respect to this Guaranty or any other Loan Instrument may be brought in the courts of the State of New York in the County of New York or of the United States for the Southern District of New York and, by execution and delivery of this Guaranty, Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Guarantor agrees that a judgment, after exhaustion of all available appeals, in any such action or proceeding shall be conclusive and binding upon the Borrowers, and may be enforced in any other jurisdiction by a suit upon such judgment, a certified copy of which shall be conclusive evidence of the judgment. Guarantor hereby irrevocably designates, appoints and empowers CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, XX, 00000, as its designee, appointee and agent to receive and accept service of any and all legal process, summons, notices and documents arising out of this Guaranty. If for any reason such designee, appointee and agent shall cease to be available to act as such, Guarantor agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision satisfactory to Agent. Guarantor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Guarantor, at its address set forth in Section 18 hereof, such service to become effective 30 days after such mailing. Nothing herein shall affect the fullest extent right of any Lender to serve process in any other manner permitted by law, law or to commence legal proceedings or otherwise proceed against Guarantor in any other jurisdiction. (b) Guarantor hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the venue in any suit, action aforesaid actions or proceeding proceedings arising out of or relating to in connection with this Indenture Guaranty or any Note other Loan Instrument brought in the courts referred to in clause (a) above and hereby further irrevocably waives and agrees not to plead or claim in any New York State or United States Federal such court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal action or proceeding. Nothing in this Section shall affect the right of the Trustee or any Noteholder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. (a) The Issuer Company consents to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, New York City, New York, United States, and any appellate court from any thereof, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Indenture or the Securities. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any suit, action action, or proceeding arising out of or relating to that may be brought in connection with this Indenture or any Note brought the Securities in any New York State such courts whether on the grounds of venue, residence or United States Federal court sitting in domicile or on the Borough of Manhattan in the City of New York and any claim ground that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Company and may be enforced in any court to the jurisdiction of which the Issuer Company is subject by a suit upon such judgment, ; provided that service of process is effected upon the Issuer Company in the manner specified provided by this Indenture. Notwithstanding the foregoing, any suit, action or proceeding brought in connection with this Indenture or the following paragraph Securities may be instituted in any competent court in Argentina. (b) The Company agrees that service of all writs, process and summonses in any suit, action or as otherwise permitted by law. As long as proceeding brought in connection with this Indenture or the Securities against the Company in any court of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office State of New York or any United States federal court sitting in the Borough of Manhattan, New York City may be made upon CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the Company irrevocably appoints as its authorized agent for service of process. The Company represents and warrants that CT Corporation System has agreed to act as the Company’s agent for service of process. The Company agrees that such appointment shall be irrevocable so long as any of the Securities remain Outstanding or until the irrevocable appointment by the Company of a successor in The City of New York have an as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the Company’s agent for service of process, the Company shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York or any United States federal court in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service City, service of process upon such CT Corporation System, as the authorized agent of the Company for service of process, and written notice of such service mailed or delivered to the Issuer Company, shall to the extent permitted by law be deemed deemed, in every respect respect, effective service of process upon the Issuer in any such legal action or proceeding. Company. (c) Nothing in this Section shall affect the right of the Trustee or any Noteholder party to serve legal process in any other manner permitted by law or limit affect the right of the Trustee any party to bring proceedings any action or proceeding against the Issuer any other party or its property in the courts of any jurisdiction or other jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Agreement, the applicable Terms Agreement or the transactions contemplated hereby or thereby may be instituted in any state or federal court in The City of New York, State of New York, and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Company hereby irrevocably designates and appoints the Company’s General Counsel as the Company’s authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in Company’s General Counsel at his office at the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain OutstandingCompany, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan0000 Xxxxxxxxx Xxx, the City of New York have an authorized agent in the Borough of ManhattanXxxxx, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Xxxxxxx 00000 and written notice of such said service to the Company, mailed or delivered to the Issuer Company’s General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 16 shall affect the right of the Trustee Underwriters, their affiliates or any Noteholder indemnified party to serve process in any manner permitted by law or limit the right of the Trustee Underwriters, their affiliates or any indemnified party to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 Company’s General Counsel in full force and effect so long as this Agreement or the applicable Terms Agreement shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the applicable Terms Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCorporation agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture or the Notes may be instituted in any state or federal court in New York City and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Corporation hereby irrevocably designates and appoints Prentice Hall Corporate Service ("PH") as the Corporation's authorized agents to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in the manner specified in the following paragraph PH (or as otherwise permitted by law. As long as any of the Notes remain Outstandingsuccessor) at its office at 15 Columbus Circle, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of ManhattanNew York, the City of New York have an authorized agent in 10023 (or such other address xx xxx Xxxxxxx xx Xxxxxxxxx, Xxx Xxxx Xxxx, as the Borough of Manhattan, the City of New York upon whom process Corporation may be served in any legal action or proceeding arising out of or relating designate by written notice to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Trustee) and written notice of such service mailed to the Corporation marked or delivered to the Issuer PH at its address set forth herein shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Corporation in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Corporation. Nothing in this Section 14.1 shall affect the right of the Trustee or any Noteholder party hereto to serve process in any manner permitted by law or limit the right of the Trustee any party hereto to bring proceedings against the Issuer Corporation in the courts of any jurisdiction or jurisdictions. The 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 PH in full force and effect so long as this Indenture or any of the Notes shall be outstanding. To the extent that the Corporation 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, executor or otherwise) with respect to itself or its property, the Corporation hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Notes, to the extent permitted by law. The Corporation covenants to forthwith make all appropriate arrangements to appoint PH for the purposes of the foregoing. If the Corporation and PH are unable to agree on terms for the appointment of PH in such capacity within 30 days, the Corporation shall forthwith make arrangements for the appointment of another agent reasonably acceptable to the Holders for such purposes.

Consent to Jurisdiction and Service of Process. (a) The Issuer Company consents to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough of Xxxxxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx, and any appellate court from any thereof, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Indenture or the Securities. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any suit, action action, or proceeding arising out of or relating to that may be brought in connection with this Indenture or any Note brought the Securities in any New York State such courts whether on the grounds of venue, residence or United States Federal court sitting in domicile or on the Borough of Manhattan in the City of New York and any claim ground that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Company and may be enforced in any court to the jurisdiction of which the Issuer Company is subject by a suit upon such judgment, ; provided that service of process is effected upon the Issuer Company in the manner specified provided by this Indenture. Notwithstanding the foregoing, any suit, action or proceeding brought in connection with this Indenture or the following paragraph Securities may be instituted in any competent court in Argentina. (b) The Company agrees that service of all writs, process and summonses in any suit, action or as otherwise permitted by law. As long as proceeding brought in connection with this Indenture or the Securities against the Company in any court of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office State of New York or any United States federal court sitting in the Borough of Manhattan, New York City may be made upon CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the Company irrevocably appoints as its authorized agent for service of process. The Company represents and warrants that CT Corporation System has agreed to act as the Company’s agent for service of process. The Company agrees that such appointment shall be irrevocable so long as any of the Securities remain Outstanding or until the irrevocable appointment by the Company of a successor in The City of New York have an as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the Company’s agent for service of process, the Company shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York or any United States federal court in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service City, service of process upon such CT Corporation System, as the authorized agent of the Company for service of process, and written notice of such service mailed or delivered to the Issuer Company, shall to the extent permitted by law be deemed deemed, in every respect respect, effective service of process upon the Issuer in any such legal action or proceeding. Company. (c) Nothing in this Section shall affect the right of the Trustee or any Noteholder party to serve legal process in any other manner permitted by law or limit affect the right of the Trustee any party to bring proceedings any action or proceeding against the Issuer any other party or its property in the courts of any jurisdiction or other jurisdictions. (d) To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or from any other legal or judicial process or remedy) with respect to itself or its property, the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity in respect of its obligations under the Securities and this Indenture, and, without limiting the generality of the foregoing, the Company agrees that the waivers set forth in this subsection 12.9(d) shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for the purposes of such act. Notwithstanding the foregoing, the Company shall not waive any such immunity with respect to property owned by the Company which is dedicated to the purpose of an essential public service.

Consent to Jurisdiction and Service of Process. The Issuer waives, to the fullest extent permitted by law, any objection which it may have to the laying Each of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or Foreign Guarantors is not organized under the laws the United States Federal court sitting in (including the Borough States thereof and the District of Manhattan in Columbia) and therefore hereby appoints the City of New York and any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon Company as the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in thereof (the Borough of Manhattan, the City of New York “Authorized Agent”) upon whom process may be served in any legal action action, suit or proceeding arising out of or relating based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the Indenture fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any Note such proceeding and will upon expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the non-exclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such agent promptly notify the Trustee in writing purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the name Foreign Guarantor agrees to take any and address all actions, including the filing of any and all documents and instruments, that may be necessary to continue such agentappointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such agent and written notice of such service mailed or delivered to the Issuer action shall to the extent permitted by law be deemed deemed, in every respect respect, effective service of process upon each Foreign Guarantor. Notwithstanding the Issuer foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such legal action or proceedingaction. Nothing in this Section shall affect The Company hereby accepts the right foregoing appointments as agent for service of the Trustee or any Noteholder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictionsprocess.

Consent to Jurisdiction and Service of Process. The Issuer waives(a) Any legal action or proceeding against Guarantor with respect to this Guaranty or any other Loan Instrument may be brought in the courts of the State of New York in the County of New York or of the United States for the Southern District of New York and, by execution and delivery of this Guaranty, Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Guarantor agrees that a judgment, after exhaustion of all available appeals, in any such action or proceeding shall be conclusive and binding upon the Guarantor, and may be enforced in any other jurisdiction by a suit upon such judgment, a certified copy of which shall be conclusive evidence of the judgment. Guarantor hereby irrevocably designates, appoints and empowers CT Corporation System as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, Guarantor agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision satisfactory to Agent. Guarantor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Guarantor, at its address set forth in Section 19 hereof, such service to become effective __ days after such mailing. Nothing herein shall affect the fullest extent right of any Lender to serve process in any other manner permitted by law, law or to commence legal proceedings or otherwise proceed against Guarantor in any other jurisdiction. (b) Guarantor hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the venue in any suit, action aforesaid actions or proceeding proceedings arising out of or relating to in connection with this Indenture Guaranty or any Note other Loan Instrument brought in the courts referred to in clause (a) above and hereby further irrevocably waives and agrees not to plead or claim in any New York State or United States Federal such court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal action or proceeding. Nothing in this Section shall affect the right of the Trustee or any Noteholder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer waivesEach of Guarantors and the Company agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. Each of Guarantors and binding upon the Issuer Company hereby irrevocably and may be enforced in unconditionally designates and appoints [ ] (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer [ ] shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon Guarantors or the Company, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 13.13 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against Guarantors or the Issuer Company in the courts of any jurisdiction or jurisdictions. Each of Guarantors and 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 [ ] in full force and effect so long as the Securities are outstanding. Each of Guarantors and the Company hereby irrevocably and unconditionally authorizes and directs [ ] to accept such service on its behalf. If for any reason [ ] ceases to be available to act as such, each of Guarantors and the Company agrees to designate a new agent in New York City. To the extent that Guarantors or the Company has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, or other jurisdiction in which Guarantors or the Company, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of Guarantors and the Company hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Each of the Issuer waivesand Tyco agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive and binding upon respect thereof. Each of the Issuer and may be enforced in Tyco hereby irrevocably and unconditionally designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer CT Corporation shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Issuer or Tyco, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 10.9 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer or Tyco in the courts of any jurisdiction or jurisdictions. Each of the Issuer and Tyco 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 CT Corporation in full force and effect so long as the Securities are outstanding. Each of the Issuer and Tyco hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, each of the Issuer and Tyco agrees to designate a new agent in New York City. To the extent that the Issuer or Tyco has or hereafter may acquire any immunity from jurisdiction of any court (including, without limitation, any court in the United States, the State of New York, Luxembourg, Bermuda or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, each of the Issuer and Tyco hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Agreement and the International Purchase Agreement or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in The City of New York, State of New York, U.S.A., irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. The Company hereby irrevocably and binding upon unconditionally designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any successor entity) as the Issuer Company's authorized agent to receive and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer CT Corporation shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 14 shall affect the right of the Trustee U.S. Underwriters, their affiliates or any Noteholder indemnified party to serve process in any manner permitted by law or limit the right of the Trustee U.S. Underwriters, their affiliates or any indemnified party to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 CT Corporation in full force and effect so long as the Common Shares are outstanding but in no event for a period longer than five years from the date of this Agreement. The Company hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, the Company agrees to designate a new agent in New York City on the terms and for the purposes of this provision reasonably satisfactory to the U.S. Underwriters. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court (including, without limitation, any court in the United States, the State of New York, Bermuda or any political subdivision thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Agreement, the International Purchase Agreement or any other documents or actions to enforce judgments in respect of any thereof, the Company hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany and each Guarantor (including Parent and Tyco SCA) agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which that it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. The Company and binding upon the Issuer each Guarantor (including Parent and may be enforced in Tyco SCA) hereby irrevocably and unconditionally designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any court successor entity) (“CT Corporation”) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer CT Corporation shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company or Guarantor, as applicable, in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company or each Guarantor, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 13.12 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer Company or any Guarantor in the courts of any jurisdiction or jurisdictions. The Company and each Guarantor 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 CT Corporation in full force and effect so long as the Securities are outstanding. The Company and each Guarantor hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, the Company and each Guarantor agrees to designate a new agent in New York City. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, Luxembourg, Ireland or other jurisdiction in which the Company or such Guarantor, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then the Company and each Guarantor hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer Corporation irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Indenture or any Debt Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in of any such suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal such a court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an any inconvenient forum. The Issuer Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Corporation and may be enforced in the courts of Canada (or any court to other courts of the jurisdiction of to which the Issuer Corporation is subject subject) by a suit upon such judgment, provided that service of process is effected upon the Issuer Corporation in the manner specified in the following paragraph this Section 1.6 or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Notes Debt Securities remain Outstandingoutstanding, the Issuer Corporation will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of ManhattanUnited States, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agentDebt Security. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer Corporation shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Corporation in any such legal action or proceeding. The Corporation hereby appoints Xxxxx & Co., Seattle, Washington, as its agent for such purpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at Xxxxx & Co., Two Union Square, 000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx, 00000-0000, Attention: Mr. Xxxxxxxxxxx Xxxxx (or at such other address, as the Corporation may designate by written notice to the Trustee). The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Corporation set forth in Section 3.13 of this Indenture or to any other address of which the Corporation shall have given written notice of the Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation, in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.6 shall affect the right of the Trustee or any Noteholder Debt Security holder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer Corporation in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. (a) The Issuer waives, Borrower hereby: (i) irrevocably submits to the fullest extent permitted by lawjurisdiction of the Court of Common Pleas of Allegheny County, any objection which it may have Pennsylvania and to the laying jurisdiction of the venue in United States District Court for the Western District of Pennsylvania for the purposes of any suit, action or proceeding arising out of or relating to this Indenture Agreement or any Note brought the other Transaction Documents or the subject matter hereof or thereof; (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, in any New York State such action or United States Federal court sitting in the Borough of Manhattan in the City of New York and proceeding, any claim that any (A) it is not personally subject to the jurisdiction of such suitcourts, (B) the action or proceeding brought in such court has been is brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, forum or (C) the venue of the action or proceeding brought is improper; and (iii) agrees that, notwithstanding any right or privilege it may possess at any time, such party and its property are and will be generally subject to suit on account of the obligations assumed by it hereunder. (b) The Borrower agrees that service in such a court shall be conclusive and binding person or by certified or registered U.S. mail to its address set forth in Section 5.05 will constitute valid in personam service upon the Issuer Borrower and may be enforced its successors and assigns in any court action or proceeding with respect to any matter as to which it has submitted to jurisdiction hereunder. (c) Notwithstanding the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstandingforegoing, the Issuer will Lender may at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in its option bring any legal action or other proceeding arising out of or relating to this Agreement or the Indenture other Transaction Documents or the subject matter hereof or thereof against the Borrower or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal action or proceeding. Nothing in this Section shall affect the right of the Trustee or any Noteholder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer its assets in the courts of any jurisdiction or jurisdictionsplace where the Borrower or such assets may be found or where the Borrower may be subject to personal jurisdiction, and may effect service of process as provided under any applicable Governmental Rule. (d) The Borrower hereby acknowledges that this is a commercial transaction, that the foregoing provisions for consent to jurisdiction and service of process have been read, understood and voluntarily agreed to by it and that by agreeing to such provisions it is waiving important legal rights. The obligations of the Borrower under this Section will survive any termination of this Agreement.

Consent to Jurisdiction and Service of Process. The Issuer waives, to the fullest extent permitted by law, any objection which it may have to the laying Each of the venue in Company and the Guarantor agrees that any legal suit, action or proceeding arising out of brought by any party to enforce any rights under or relating with respect to this Indenture Indenture, any Security and any Guarantee or any Note brought other document or the transactions contemplated hereby or thereby may be instituted in any New York State state or United States Federal federal court sitting in the Borough of Manhattan in of the City of New York and Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law any claim objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. The Company hereby irrevocably and binding upon the Issuer unconditionally designates and may be enforced in appoints [ ] (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer [ ] shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 113 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 [ ] in full force and effect so long as the Securities are outstanding. The Company hereby irrevocably and unconditionally authorizes and directs [ ] to accept such service on its behalf. If for any reason [ ] ceases to be available to act as such, the Company agrees to designate a new agent in New York City.

Consent to Jurisdiction and Service of Process. GSN hereby agrees that any legal suit, action or proceeding brought by any of the other parties to enforce any rights under or with respect to the Securities, this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in The Issuer waivesCity of New York, State of New York, waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. GSN has been brought in an inconvenient forum. The Issuer agrees that final judgment appointed CT Corporation System ("CT") as its authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer CT (or such successor) at its office at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000(xx such other address in the manner specified in the following paragraph or New York, as otherwise permitted GSN may designate by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating written notice to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent other parties hereto) and written notice of such said service to GSN, as the case may be, mailed or delivered to the Issuer CT, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, shall to the extent permitted by law be deemed in every respect effective service of process upon GSN, as the Issuer case may be, in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon GSN. Nothing in this Section 7.11 shall affect the right of the Trustee or any Noteholder party hereto to serve process in any manner permitted by law or limit the right of the Trustee any party hereto to bring proceedings against the Issuer GSN in the courts of any jurisdiction or jurisdictions. GSN 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 DTC in full force and effect so long as this Agreement shall be in full force and effect and so long as any of the Securities shall be outstanding.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to the Indenture or the Securities may be instituted in any state or federal court in The City of New York, State of New York, and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Company hereby irrevocably designates and appoints the Company's General Counsel as the Company's authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company's General Counsel at his office at the Company, 1050 Caribbean Way, Miami, Florida 33132 and written notice xx xxxx xxxxxxx xx xxx Xxxxxxx, xxxxxx or delivered to the Company's General Counsel, 1050 Caribbean Way, Miami, Florida 33132, shall be deemed ix xxxxx xxxxxxx xxxxxxxxx xxxxxxx xx xxxcess upon the Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 114 shall affect the right of any party to the Trustee or any Noteholder Indenture to serve process in any manner permitted by law or limit the right of any party to the Trustee Indenture to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 Company's General Counsel in full force and effect so long as the Indenture or any of the Securities shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Indenture and the Securities, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. (a) The Issuer Company consents to the non-exclusive jurisdiction of the federal and state courts sitting in the Borough of Manhattan, The City of New York, United States, and any appellate court from any such court, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Indenture or the Debt Securities. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any suit, action action, or proceeding arising out of or relating to that may be brought in connection with this Indenture or any Note brought the Debt Securities in any New York State such courts whether on the grounds of venue, residence or United States Federal court sitting in domicile or on the Borough of Manhattan in the City of New York and any claim ground that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Company and may be enforced in any court to the jurisdiction of which the Issuer Company is subject by a suit upon such judgment, ; provided that service of process is effected upon the Issuer Company in the manner specified provided by this Indenture. Notwithstanding the foregoing, any suit, action or proceeding brought in connection with this Indenture or the following paragraph Debt Securities may be instituted in any competent court in Argentina. (b) The Company agrees that service of all writs, process and summonses in any suit, action or as otherwise permitted by law. As long as proceeding brought in connection with this Indenture or the Debt Securities against the Company in any court of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office State of New York or any United States federal court sitting in the Borough of Manhattan, New York City, New York, United States, may be made upon CT Corporation System at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the Company irrevocably appoints as its authorized agent for service of process. The Company represents and warrants that CT Corporation System has agreed to act as the Company’s agent for service of process. The Company agrees that such appointment shall be irrevocable so long as any of the Debt Securities remain Outstanding or until the irrevocable appointment by the Company of a successor in The City of New York have an as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the Company’s agent for service of process, the Company shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York or any United States federal court in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service City, service of process upon such CT Corporation System, as the authorized agent of the Company for service of process, and written notice of such service mailed or delivered to the Issuer Company, shall to the extent permitted by law be deemed deemed, in every respect respect, effective service of process upon the Issuer in any such legal action or proceeding. Company. (c) Nothing in this Section shall affect the right of the Trustee or any Noteholder party to serve legal process in any other manner permitted by law or limit affect the right of the Trustee any party to bring proceedings any action or proceeding against the Issuer any other party or its property in the courts of any jurisdiction or other jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer Sub-Adviser irrevocably submits to the jurisdiction of any New York State or United States Federal court sitting in the Borough of Manhattan, The City of New York over any suit, action or proceeding arising out of or relating to this Agreement. The Sub-Adviser irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in of any such suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal such a court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Issuer Sub-Adviser agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Sub-Adviser, and may be enforced to the extent permitted by applicable law in any court to of the jurisdiction of which the Issuer Sub-Adviser is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer Sub-Adviser in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstandingthis Agreement remains in effect, the Issuer Sub-Adviser will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the The City of New York upon whom process may be served in any legal action or proceeding in a New York State or United States Federal court sitting in the Borough of Manhattan, The City of New York over any suit, action or proceeding arising out of or relating to this Agreement. The Sub-Adviser hereby appoints CT Corporation System as its agent for such purpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the Indenture or any Note and will upon the appointment office of such agent promptly notify at 1000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address in the Trustee Borough of Manhattan, The City of New York, as said agent may designate by written notice to the Company and CSAM. The Sub-Adviser hereby consents to process being served in writing any suit, action or proceeding of the name and address of such agent. Service of process nature referred to in the preceding paragraph by service upon such agent and together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Sub-Adviser set forth in the heading to this Agreement or to any other address of which the Sub-Adviser shall have given written notice of such service mailed or delivered to the Issuer shall Company and CSAM. The Sub-Adviser irrevocably waives, to the fullest extent permitted by law law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Issuer Sub-Adviser in any such legal suit, action or proceedingproceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Sub-Adviser. Nothing in this Section shall affect the right of the Trustee Company or any Noteholder CSAM to serve process in any manner permitted by law or limit the right of the Trustee Company or CSAM to bring proceedings against the Issuer Sub-Adviser in the courts of any jurisdiction or jurisdictions.. If the foregoing accurately sets forth our agreement, kindly indicate your acceptance hereof by signing and returning the enclosed copy hereof. Very truly yours, THE LATIN AMERICA EQUITY FUND, INC. By: Name: Title: CREDIT SUISSE ASSET MANAGEMENT, LLC By: Name: Title: Accepted: CELFIN SERVICIOS FINANCIEROS S.A. By: Name: Title:

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany and each Selling Shareholder agree that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Agreement, the applicable Terms Agreement or the transactions contemplated hereby or thereby may be instituted in any state or federal court in The City of New York, State of New York, and waive to the fullest extent permitted by law, law any objection which it they may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submit to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Each of the Company and each Selling Shareholder hereby irrevocably designates and appoints the Company’s General Counsel as the its authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in Company’s General Counsel at his office at the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain OutstandingCompany, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan0000 Xxxxxxxxx Xxx, the City of New York have an authorized agent in the Borough of ManhattanXxxxx, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Xxxxxxx 00000 and written notice of such said service to the Company, mailed or delivered to the Issuer Company’s General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company and each Selling Shareholder in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company and each Selling Shareholder. Said designation and appointment shall be irrevocable. Nothing in this Section 16 shall affect the right of the Trustee Underwriters, their affiliates or any Noteholder indemnified party to serve process in any manner permitted by law or limit the right of the Trustee Underwriters, their affiliates or any indemnified party to bring proceedings against the Issuer Company and each Selling Shareholder in the courts of any jurisdiction or jurisdictions. Each of the Company and the Selling Shareholders 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 Company’s General Counsel in full force and effect so long as this Agreement or the applicable Terms Agreement shall be outstanding. To the extent that the Company and any Selling Shareholder 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, the Company and the Selling Shareholders each hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the applicable Terms Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waives, to To the fullest extent permitted by applicable law, any objection which it may have the Company irrevocably submits to the laying jurisdiction of the venue in any suit, action U.S. federal or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal state court sitting in the Borough of Manhattan Xxxxxxxxx, Xxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising under the City of New York and any claim that Notes or this Indenture (solely in connection with any such suitsuit or proceeding), action and irrevocably agrees that all claims in respect of such suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment may be determined in any such suit, action or proceeding brought in such a court shall be conclusive court. The Company irrevocably and binding upon fully waives the Issuer and may be enforced in any court defense of an inconvenient forum to the jurisdiction maintenance of which such suit or proceeding. The Company hereby irrevocably designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. ("CT"), as the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any authorized agent of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York Company upon whom process may be served in any legal action such suit or proceeding arising out of or relating to proceeding, it being understood that the Indenture or any Note designation and will upon the appointment of CT as such authorized agent promptly notify shall become effective immediately without any further action on the Trustee in writing part of the name and address Company. The Company represents that it has notified CT of such agentdesignation and appointment and that CT has accepted the same in writing. Service The Company hereby irrevocably authorizes and directs CT to accept such service. The Company further agrees that service of process upon such agent CT and written notice of such said service to the Company mailed by prepaid registered first class mail or delivered to the Issuer CT at its principal office, shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal action suit or proceeding. Nothing in this Section herein shall affect the right of the Holders, the Trustee or any Noteholder Person representing the Holders or the Trustee to serve process in any other manner permitted by law or limit law. The Company further agrees to take any and all action, including the right of the Trustee to bring proceedings against the Issuer in the courts execution and filing of any and all such documents and Instruments as may be necessary to continue such designation and appointment of CT in full force and effect so long as the Company has any outstanding obligations under the Notes or this Indenture. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or jurisdictionsfrom any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Notes and this Indenture, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCorporation agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture or the Notes may be instituted in any state or federal court in New York City and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Corporation hereby irrevocably designates and appoints Prentice Hall Corporate Service ("PH") as the Corporation's authorized agents to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in the manner specified in the following paragraph PH (or as otherwise permitted by law. As long as any of the Notes remain Outstandingsuccessor) at its office at 00 Xxxxxxxx Xxxxxx, the Issuer will at all times during which the Issuer does not maintain an office Xxx Xxxx, Xxx Xxxx 00000 (or such other address in the Borough of Manhattan, the City of New York have an authorized agent in City, as the Borough of Manhattan, the City of New York upon whom process Corporation may be served in any legal action or proceeding arising out of or relating designate by written notice to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Trustee) and written notice of such service mailed to the Corporation marked or delivered to the Issuer PH at its address set forth herein shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Corporation in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Corporation. Nothing in this Section subsection 14.1 shall affect the right of the Trustee or any Noteholder party hereto to serve process in any manner permitted by law or limit the right of the Trustee any party hereto to bring proceedings against the Issuer Corporation in the courts of any jurisdiction or jurisdictions. The 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 PH in full force and effect so long as this Indenture or any of the Notes shall be outstanding. To the extent that the Corporation has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of written notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Corporation hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Notes, to the extent permitted by law. The Corporation covenants to forthwith make all appropriate arrangements to appoint PH for the purposes of the foregoing. If the Corporation and PH are unable to agree on terms for the appointment of PH in such capacity within 30 days, the Corporation shall forthwith make arrangements for the appointment of another agent reasonably acceptable to the Holders for such purposes.

Consent to Jurisdiction and Service of Process. The Issuer waives, Company hereby (a) irrevocably submits to the fullest extent permitted by lawnon-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and (b) irrevocably waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding, and irrevocably submits to the venue nonexclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has irrevocably appointed Xxxxxx & Xxxxxxx LLP as its Authorized Agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or relating to based on this Indenture Agreement or any Note brought the transactions contemplated hereby that may be instituted in any New York State state or United States Federal federal court sitting in the Borough of Manhattan in the City State of New York by the Initial Purchasers or Holder or by any person who controls either of the Initial Purchasers or Holder, and the Company expressly consents to the personal jurisdiction of any claim such court in respect of any such suit, action or proceeding, and to the fullest extent permitted by applicable law waive any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company for purposes of any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment instituted in any such suit, action state or proceeding brought in such a federal court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City State of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal action or proceedingYork. Nothing in this Section herein shall affect the right of the Trustee or any Noteholder Holder to serve process in any other manner permitted by law or limit the right of the Trustee to bring commence legal proceedings or otherwise proceed against the Issuer Company in the courts of any jurisdiction or jurisdictionsother jurisdiction.

Consent to Jurisdiction and Service of Process. The Issuer waives(a) Any legal action or proceeding with respect to this Agreement may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, Pledgor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Pledgor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Pledgor at its address for notices pursuant to the fullest extent Credit Agreement, such service to become effective 30 days after such mailing. Pledgor hereby DRAFT: March 21, 1997 H:\WPCDOCS\1186\141481 irrevocably appoints CT Corporation System having an address at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and such other persons as may hereafter be selected by Borrower irrevocably agreeing in writing to serve as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of Collateral Agent to serve process in any other manner permitted by law, law or to commence legal proceedings or otherwise proceed against Pledgor in any other jurisdiction. (b) Pledgor hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the venue in any suit, action aforesaid actions or proceeding proceedings arising out of or relating to in connection with this Indenture or any Note Agreement brought in the courts referred to in clause (a) above and hereby further irrevocably waives and agrees not to plead or claim in any New York State or United States Federal such court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal action or proceeding. Nothing in this Section shall affect the right of the Trustee or any Noteholder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer Company irrevocably submits to the jurisdiction of any New York State or Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in of any such suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal such a court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an any inconvenient forum. The Issuer Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Company and may be enforced in the courts of Canada (or any court other courts to the jurisdiction of which the Issuer Company is subject subject) by a suit upon such judgment, provided that service of process is effected upon the Issuer Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Notes Securities remain Outstandingoutstanding, the Issuer will Company shall at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the The City of New York York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agentSecurity. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer Company shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal action or proceeding. The Company hereby appoints CT Corporation System as its agent for such purpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at 000- 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Treasurer (or at such other address in the Borough of Manhattan, The City of New York, as the Company may designate by written notice to the Trustee). The Company hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company set forth in the first paragraph of this instrument or to any other address of which the Company shall have given written notice to the Trustee. The Company irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Nothing in this Section shall affect the right of the Trustee or any Noteholder Holder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions.. THE COMPANY AND EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY

Consent to Jurisdiction and Service of Process. The Issuer waives(a) To the extent permitted by applicable law, the Company (i) hereby irrevocably submits to the nonexclusive jurisdiction of the Supreme Court of the State of New York, New York County (without prejudice to the rights of any holder of a Note to remove to the United States District Court for the Southern District of New York) and to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, or the subject matter hereof or any of the transactions contemplated hereby or thereby brought by any holder of the Notes, (ii) hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, any objection which it may have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer federal court, and (iii) hereby irrevocably waives, and agrees that final judgment not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought any claim that is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is improper or that this Agreement, or the subject matter hereof may not be enforced in or by such a court court. CSS Industries, Inc. Note Purchase Agreement (b) A final judgment obtained in respect of any action, suit or proceeding referred to in this Section 22.7 shall be conclusive and binding upon the Issuer and may be enforced in other jurisdictions by suit or judgment or in any court manner as provided by applicable law. The Company hereby consents to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected by registered mail, Federal Express, or similar courier at its address set forth in Section 18, it being agreed that service in such manner shall constitute valid service upon the Issuer or its respective successors or assigns in the manner specified in the following paragraph or as otherwise permitted by law. As long as connection with any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal action or proceeding. Nothing only; provided, however, that nothing in this Section 22.7 shall affect the right of any holder of the Trustee or any Noteholder Notes to serve legal process in any other manner permitted by law applicable law. * * * * * CSS Industries, Inc. Note Purchase Agreement The execution hereof by the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. Very truly yours, CSS INDUSTRIES, INC. By _________________________________ Name: Title: Accepted as of December __, 2002 CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: CIGNA Investment, Inc. (authorized agent) By: ______________________________ Name: Title: NATIONWIDE LIFE INSURANCE COMPANY By: ________________________________ Name: Title: NATIONWIDE LIFE INSURANCE COMPANY OF AMERICA By: ________________________________ Name: Title: CSS Industries, Inc. Note Purchase Agreement NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY By: ________________________________ Name: Title: PACIFIC LIFE INSURANCE COMPANY By: ________________________________ Name: Title: By: ________________________________ Name: Title: INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS PRINCIPAL AMOUNT OF NOTES OF PURCHASER TO BE PURCHASED CONNECTICUT GENERAL LIFE INSURANCE COMPANY $25,000,000 c/o CIGNA Retirement & Investment Services (Seven Notes: $9,000,000, 000 Xxxxxxxx Xxxxxx $6,100,000, $3,100,000, Xxxxxxxx, Xxxxxxxxxxx 00000 $3,000,000, $1,800,000, Attention: Private and Alternative Investments, H16B $1,000,000, 1,000,000) Fax: 000-000-0000 Payments All payments on or limit the right in respect of the Trustee Notes to bring proceedings against be by Federal Funds Wire Transfer to: X. X. Xxxxxx Xxxxx Bank BNF=CIGNA Private Placements/AC=9009001802 ABA #000000000 OBI=CSS Industries, Inc.; 4.48% Senior Notes due 2009; 125906 A* 8; [due date and application (as among principal, premium and interest of the Issuer payment being made); contact name and phone]. Address for Notices Related to Payments: CIG & Co. c/o Cigna Investments, Inc. Attention: Securities Processing, H05P 000 Xxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 CIG & Co. c/o Cigna Retirement & Investment Services Attention: Private and Alternative Investments, H16B 000 Xxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Fax: 000-000-0000 with a copy to: X. X. Xxxxxx Xxxxx Bank Private Placement Servicing P. O. Box 0000 Xxxxxxx Xxxxx Xxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Cigna Private Placements Fax: 000-000-0000/1005 SCHEDULE A (to Note Purchase Agreement) Address for All Other Notices: CIG & Co. c/o Cigna Retirement & Investment Services Attention: Private and Alternative Investments, H16B 000 Xxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Fax: 000-000-0000 Name of Nominee in the courts of any jurisdiction or jurisdictions.which Notes are to be issued: CIG & Co.

Consent to Jurisdiction and Service of Process. The Issuer waives, (a) Each of the Parties irrevocably submits to the fullest extent permitted by lawexclusive jurisdiction of the Court of Chancery of the State of Delaware, County of New Castle (or, if (but only if) such court shall be unavailable, any objection which it may have to the laying other court of the venue State of Delaware or any Federal court sitting in the State of Delaware), for the purpose of any suitaction, action proceeding or proceeding counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Indenture Agreement and each of the Parties hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined exclusively in the Court of Chancery of the State of Delaware, County of New Castle (or, if (but only if) such court shall be unavailable, any other court of the State of Delaware or any Note brought in any New York State or United States Federal court sitting in the Borough State of Manhattan in Delaware). (b) Each of the City Parties hereto (i) irrevocably consents to the service of New York the summons and complaint and any claim that other process in any such suit, other action or proceeding brought relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party while nothing in this Section 10.07 shall affect the right of any Party to serve legal process in any other manner permitted by Applicable Law, (ii) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery, County of New Castle, any other court of the State of Delaware, County of New Castle, and any Federal court sitting in the State of Delaware for the purpose of any dispute arising out of this Agreement or the transactions contemplated by this Agreement, (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court has been brought in an inconvenient forum. The Issuer and (iv) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Delaware Court of Chancery located in the County of New Castle (or, if (but only if) such court shall be unavailable, any other court of the State of Delaware or any Federal court sitting in the State of Delaware). Each of Seller and Purchaser agrees that a final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any court to other jurisdictions by suit on the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph judgment or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted other manner provided by law be deemed in every respect effective service of process upon the Issuer in any such legal action or proceeding. Nothing in this Section shall affect the right of the Trustee or any Noteholder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictionsApplicable Law.

Consent to Jurisdiction and Service of Process. (a) The Issuer Company irrevocably consents to the nonexclusive jurisdiction of any court of the State of New York or any United States federal court sitting, in each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Indenture or the Securities. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any suit, action or proceeding arising out of or relating to that may be brought in connection with this Indenture or any Note brought the Securities in any New York State such courts whether on the grounds of venue, residence or United States Federal court sitting in domicile or on the Borough of Manhattan in the City of New York and any claim ground that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Company and may be enforced in any court to the jurisdiction of which the Issuer Company is subject by a suit upon such judgment, ; provided that service of process is effected upon the Issuer Company in the manner specified provided by this Indenture. Notwithstanding the foregoing, any suit, action or proceeding brought in connection with this Indenture or the Securities against the Company may be instituted in any competent court in the following paragraph Republic. (b) The Company agrees that service of all writs, process and summonses in any suit, action or as otherwise permitted by law. As long as proceeding brought in connection with this Indenture or the Securities against the Company in any court of the Notes remain OutstandingState of New York or any United States federal court sitting, the Issuer will at all times during which the Issuer does not maintain an office in each case, in the Borough of Manhattan, The City of New York, may be made upon CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the Company irrevocably appoints as its authorized agent for service of process. The Company represents and warrants that CT Corporation System has agreed to act as the Company's agent for service of process. The Company agrees that such appointment shall be irrevocable so long as any of the Securities remain outstanding or until the irrevocable appointment by the Company of a successor in The City of New York have an as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the agent for service of process for the Company, the Company shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York or any United States federal court, in each case, in the Borough of Manhattan, the The City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service York, service of process upon such CT Corporation System, as the authorized agent of the Company for service of process, and written notice of such service mailed or delivered to the Issuer Company shall to the extent permitted by law be deemed deemed, in every respect respect, effective service of process upon the Issuer in any such legal action or proceeding. Company. (c) Nothing in this Section shall affect the right of the Trustee or any Noteholder party to serve legal process in any other manner permitted by law or limit affect the right of the Trustee any party to bring proceedings any action or proceeding against the Issuer any other party or its property in the courts of any jurisdiction or other jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to the Indenture or the Securities may be instituted in any state or federal court in The City of New York, SFDOCS01/304165.3 State of New York, and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Company hereby irrevocably designates and appoints the Company's General Counsel as the Company's authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in Company's General Counsel at his office at the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain OutstandingCompany, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan0000 Xxxxxxxxx Xxx, the City of New York have an authorized agent in the Borough of ManhattanXxxxx, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Xxxxxxx 00000 and written notice of such said service to the Company, mailed or delivered to the Issuer Company's General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000, shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 114 shall affect the right of any party to the Trustee or any Noteholder Indenture to serve process in any manner permitted by law or limit the right of any party to the Trustee Indenture to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 Company's General Counsel in full force and effect so long as the Indenture or any of the Securities shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Indenture and the Securities, to the extent permitted by law. (C) By adding the following Section 115 to Article One:

Consent to Jurisdiction and Service of Process. (a) The Issuer Company consents to the non-exclusive jurisdiction of the federal and state courts sitting in the Borough of Manhattan, The City of New York, United States, and any appellate court from any thereof, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Indenture or the Debt Securities. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any suit, action action, or proceeding arising out of or relating to that may be brought in connection with this Indenture or any Note brought the Debt Securities in any New York State such courts whether on the grounds of venue, residence or United States Federal court sitting in domicile or on the Borough of Manhattan in the City of New York and any claim ground that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Company and may be enforced in any court to the jurisdiction of which the Issuer Company is subject by a suit upon such judgment, ; provided that service of process is effected upon the Issuer Company in the manner specified provided by this Indenture. Notwithstanding the foregoing, any suit, action or proceeding brought in connection with this Indenture or the following paragraph Debt Securities may be instituted in any competent court in Argentina. (b) The Company agrees that service of all writs, process and summonses in any suit, action or as otherwise permitted by law. As long as proceeding brought in connection with this Indenture or the Debt Securities against the Company in any court of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office State of New York or any United States federal court sitting in the Borough of Manhattan, New York Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx, xxx xx xxxx xxxx XT Corporation System at 111 Eighth Avenue, Nxx Xxxx, Xxx Xxxx 00000, xxxx xxx Xxxxxxx xrrevocably appoints as its authorized agent for service of process. The Company represents and warrants that CT Corporation System has agreed to act as the Company's agent for service of process. The Company agrees that such appointment shall be irrevocable so long as any of the Debt Securities remain Outstanding or until the irrevocable appointment by the Company of a successor in The City of New York have an as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the Company's agent for service of process, the Company shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York or any United States federal court in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service City, service of process upon such CT Corporation System, as the authorized agent of the Company for service of process, and written notice of such service mailed or delivered to the Issuer Company, shall to the extent permitted by law be deemed deemed, in every respect respect, effective service of process upon the Issuer in any such legal action or proceeding. Company. (c) Nothing in this Section shall affect the right of the Trustee or any Noteholder party to serve legal process in any other manner permitted by law or limit affect the right of the Trustee any party to bring proceedings any action or proceeding against the Issuer any other party or its property in the courts of any jurisdiction or other jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer Company irrevocably submits to the nonexclusive jurisdiction of any New York State or Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in of any such suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal such a court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an any inconvenient forum. The Issuer Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Company and may be enforced in the courts of Canada (or any court other courts to the jurisdiction of which the Issuer Company is subject subject) by a suit upon such judgment, provided that service of process is effected upon the Issuer Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Notes Securities remain Outstandingoutstanding, the Issuer Company will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the The City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agentSecurity. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer Company shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal action or proceeding. The Company hereby appoints CT Corporation System as its agent for such purpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at 111 8th Avenue, New York, New York 10011 (or at such other address in xxx Xxxxxxx xx Xxxxxxxxx, Xxx Xxxx xx Xxw York, as the Company may designate by written notice to the Trustee). The Company hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company set forth in the first paragraph of this instrument or to any other address of which the Company shall have given written notice to the Trustee. The Company irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Nothing in this Section shall affect the right of the Trustee or any Noteholder Holder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. Each of Guarantors and the Company agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in The Issuer waivesCity of New York, State of New York, United States of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. Each of Guarantors and binding upon the Issuer Company hereby irrevocably and may be enforced in unconditionally designates and appoints [ ] (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer [ ] shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon Guarantors or the Company, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 13.13 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against Guarantors or the Issuer Company in the courts of any jurisdiction or jurisdictions. Each of Guarantors and 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 [ ] in full force and effect so long as the Securities are outstanding. Each of Guarantors and the Company hereby irrevocably and unconditionally authorizes and directs [ ] to accept such service on its behalf. If for any reason [ ] ceases to be available to act as such, each of Guarantors and the Company agrees to designate a new agent in New York City. To the extent that Guarantors or the Company has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, or other jurisdiction in which Guarantors or the Company, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of Guarantors and the Company hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Agreement and the U.S. Purchase Agreement or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in The City of New York, State of New York, U.S.A., irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. The Company hereby irrevocably and binding upon unconditionally designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 X.X.X. (and any successor entity) as the Issuer Company's authorized agent to receive and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer CT Corporation shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 14 shall affect the right of the Trustee International Managers, their affiliates or any Noteholder indemnified party to serve process in any manner permitted by law or limit the right of the Trustee International Managers, their affiliates or any indemnified party to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 CT Corporation in full force and effect so long as the Common Shares are outstanding but in no event for a period longer than five years from the date of this Agreement. The Company hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, the Company agrees to designate a new agent in New York City on the terms and for the purposes of this provision reasonably satisfactory to the Representatives. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court (including, without limitation, any court in the United States, the State of New York, Bermuda or any political subdivision thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Agreement, the U.S. Purchase Agreement or any other documents or actions to enforce judgments in respect of any thereof, the Company hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. (a) The Issuer and the Company each irrevocably submit to the jurisdiction of any Federal court (or, if such court refuses to take jurisdiction, any New York State Court) located in the Borough of Manhattan in The City of New York over any suit, action or proceeding arising out of or relating to this Indenture or any Senior Note. The Issuer and the Company each irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court and any claim that any suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Issuer and the Company each agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer it and may be enforced in the courts of, in the case of the Issuer, Canada or any court other courts to the jurisdiction of which the Issuer or the Company is subject subject, by a suit upon such judgment, provided PROVIDED that service of process is effected upon the Issuer or the Company, as the case may be, in the manner specified in the following paragraph or as otherwise permitted by law. ; PROVIDED, HOWEVER, that the Issuer and the Company do not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment in each case before the trial court of a United States Federal or State court having appellate jurisdiction over such trial court or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. (b) As long as any of the Senior Notes remain Outstanding, the Issuer and the Company will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the The City of New York upon whom process may be served in any legal suit, action or proceeding arising out of or relating to the this Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agentSenior Note. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer or the Company, as the case may be, shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such legal suit, action or proceeding. The Issuer and the Company each hereby irrevocably appoints CT Corporation System whose address is, as of the date hereof, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as their agent for such purpose until August 16, 2008, and covenants and agrees that service of process in any such suit, action or proceeding may be made upon them at the office of such agent at said address (or at such other address in the Borough of Manhattan, The City of New York, as the Issuer and the Company may designate by written notice to the Trustee). The Issuer and the Company each hereby represents and warrants that such agent has accepted such appointment and has agreed to act as said agent for service of process, and the Issuer and the Company each agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. (c) The Issuer and the Company each hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested to the address of the Issuer or the Company, as the case may be, specified in Section 105 or to any other address of which the Issuer or the Company, as the case may be, shall have given written notice to the Trustee. The Issuer and the Company each hereby irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agree that such service and mailing (i) shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service. (d) Nothing in this Section 115 shall affect the right of the Trustee or any Noteholder Holder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer or the Company in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer (a) Company irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any Issuing Lender, the Swing Line Lender, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Lender, any Issuing Lender or the Swing Line Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against Company or its properties in the courts of any jurisdiction. (b) Company irrevocably and unconditionally waives, to the fullest extent permitted by lawApplicable Law, any objection which that it may now or hereafter have to the laying of the venue in of any suit, action or proceeding arising out of or relating to this Indenture Agreement or any Note brought other Loan Document in any New York State or United States Federal court sitting referred to in paragraph (a) of this subsection. Each of the Borough parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of Manhattan in an inconvenient forum to the City maintenance of New York and any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any court court. (c) Each party hereto irrevocably consents to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified provided for notices in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal action or proceedingsubsection 10.8. Nothing in this Section shall Agreement will affect the right of the Trustee or any Noteholder party hereto to serve process in any other manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictionsApplicable Law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Agreement, the applicable Terms Agreement or the transactions contemplated hereby or thereby may be instituted in any state or federal court in The City of New York, State of New York, and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Company hereby irrevocably designates and appoints the Company’s General Counsel as the Company’s authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in Company’s General Counsel at his office at the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain OutstandingCompany, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan1000 Xxxxxxxxx Xxx, the City of New York have an authorized agent in the Borough of ManhattanXxxxx, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and Xxxxxxx 00000 xnd written notice of such said service to the Company, mailed or delivered to the Issuer shall to the extent permitted by law Company’s General Counsel, 1000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 xhall be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 17 shall affect the right of the Trustee Underwriters, their affiliates or any Noteholder indemnified party to serve process in any manner permitted by law or limit the right of the Trustee Underwriters, their affiliates or any indemnified party to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 Company’s General Counsel in full force and effect so long as this Agreement or the applicable Terms Agreement shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the applicable Terms Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to the Indenture or the Securities may be instituted in any state or federal court in The City of New York, State of New York, and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Company hereby irrevocably designates and appoints the Company's General Counsel as the Company's authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in Company's General Counsel at his office at the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain OutstandingCompany, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan0000 Xxxxxxxxx Xxx, the City of New York have an authorized agent in the Borough of ManhattanXxxxx, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Xxxxxxx 00000 XXX and written notice of such said service to the Company, mailed or delivered to the Issuer Company's General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 XXX, shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 113 shall affect the right of any party to the Trustee or any Noteholder Indenture to serve process in any manner permitted by law or limit the right of any party to the Trustee Indenture to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 Company's General Counsel in full force and effect so long as the Indenture or any of the Securities shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Indenture and the Securities, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer Sub-Adviser irrevocably submits to the jurisdiction of any New York State or United States Federal court sitting in the Borough of Manhattan, The City of New York over any suit, action, or proceeding arising out of or relating to this Agreement. The Sub-Adviser irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court and any claim that any such suit, action, or proceeding brought in such a court has been brought in an inconvenient forum. The Issuer Sub-Adviser agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Sub-Adviser, and may be enforced to the extent permitted by applicable law in any court to of the jurisdiction of which the Issuer Sub-Adviser is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer Sub-Adviser in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstandingthis Agreement remains in effect, the Issuer Sub-Adviser will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the The City of New York upon whom process may be served in any legal action or proceeding in a New York State or United States Federal court sitting in the Borough of Manhattan, The City of New York over any suit, action or proceeding arising out of or relating to this Agreement. The Sub-Adviser hereby appoints Xxxxxxx Xxxx & Xxxxxxxxx LLP (c/o Xxxxxx Xxxxxxxxxxx, Esq.) as its agent for such purpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the Indenture or any Note and will upon the appointment office of such agent promptly notify at 000 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address in the Trustee Borough of Manhattan, The City of New York, as said agent may designate by written notice to the Company and the Adviser). The Sub-Adviser hereby consents to process being served in writing any suit, action or proceeding of the name and address of such agent. Service of process nature referred to in the preceding paragraph by service upon such agent and together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Sub-Adviser set forth in the heading to this Agreement or to any other address of which the Sub-Adviser shall have given written notice of such service mailed or delivered to the Issuer shall Company and the Adviser. The Sub-Adviser irrevocably waives, to the fullest extent permitted by law law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Issuer Sub-Adviser in any such legal suit, action or proceedingproceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Sub-Adviser. Nothing in this Section section shall affect the right of the Trustee Company or any Noteholder the Adviser to serve process in any manner permitted by law or limit the right of the Trustee Company or the Adviser to bring proceedings against the Issuer Sub-Adviser in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Each of the Issuer waivesand Tyco agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive and binding upon respect thereof. Each of the Issuer and may be enforced in Tyco hereby irrevocably and unconditionally designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer CT Corporation shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Issuer or Tyco, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 10.9 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer or Tyco in the courts of any jurisdiction or jurisdictions. Each of the Issuer and Tyco 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 CT Corporation in full force and effect so long as the Securities are outstanding. Each of the Issuer and Tyco hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, each of the Issuer and Tyco agrees to designate a new agent in New York City. To the extent that the Issuer or Tyco has or hereafter may acquire any immunity from jurisdiction of any court (including, without limitation, any court in the United States, the State of New York, Luxembourg, Bermuda or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, the each of the Issuer and Tyco hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer LTGI hereby irrevocably appoints the President of New Valley Corporation, at its offices at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, its lawful agent and attorney to accept and acknowledge service of any and all process against it in any action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated thereby and upon whom such process may be served, with the same effect as if such party were a resident of the State of New York and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that in the case of any service upon such agent and attorney, the party effecting such service shall also deliver a copy thereof to the other parties at the address and in the manner specified in Section 3.02. Seller hereby irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party. LTGI and Seller will enter into such agreements with such agents as may be necessary to constitute and continue the appointment of such agents hereunder. In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, such party will appoint a successor agent and attorney in the City of New York, reasonably satisfactory to the other parties, with like powers. Each party hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in the Borough of Manhattan in the City of New York in any such action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated thereby, and agrees that any such action, suit or proceeding shall be brought only in such court, provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Section 3.10 and shall not be deemed to be a general submission to the jurisdiction of said courts or in the State of New York other than for such purpose. Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue in of any suitsuch action, action suit or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal such a court sitting in the Borough of Manhattan in the City of New York and any claim that any such suitaction, action suit or proceeding brought in such a court has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal action or proceeding. Nothing in this Section shall affect the right of the Trustee or any Noteholder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer (a) Each of the parties hereto hereby irrevocably consents to the jurisdiction of any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any court thereof, in respect of actions, suits or proceedings brought against such party as a defendant arising out of or relating to this Indenture, the Notes, the Note Guarantee or any transaction contemplated hereby or thereby (a “Proceeding”), and waives any immunity (to the fullest extent permitted by applicable law) from the jurisdiction of such courts over any Proceeding that may be brought in connection with this Indenture or the Notes and any right to which it may be entitled on account of place of residence or domicile. Each of the parties hereto irrevocably waives, to the fullest extent permitted by it may do so under applicable law, any objection which it may now or hereafter have to the laying of the venue in of any suit, action or proceeding arising out of or relating to this Indenture or any Note such Proceeding brought in any New York State or United States Federal such court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding Proceeding brought in any such court has been brought in an inconvenient forum. The Issuer Each of the parties hereto agrees that final judgment in any such suit, action or proceeding Proceeding brought in such a court shall be conclusive and binding upon the Issuer such party and may be enforced in any court to the jurisdiction of which the Issuer such party is subject by a suit upon such judgment; provided, provided in the case of the Company, that service of process is effected upon the Issuer Company in the manner specified provided by this Indenture. (b) The Company and the Subsidiary Guarantor agree that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture, the Notes and the Note Guarantee against the Company and the Subsidiary Guarantor in any court of the State of New York or any United States Federal court sitting, in each case, in the following paragraph or Borough of Manhattan, The City of New York, may be made upon Cogency Global Inc., 00 Xxxx 00xx Xxxxxx, 00xx floor, Xxx Xxxx, Xxx Xxxx, 00000, Xxxxxx Xxxxxx, whom the Company and the Subsidiary Guarantor irrevocably appoint as otherwise permitted by lawtheir authorized agent for service of process. As The Company and the Subsidiary Guarantor represent and warrant that Cogency Global Inc., the Company and the Subsidiary Guarantor’s authorized representative in the United States, has agreed to act as the Company and the Subsidiary Guarantor’s agent for service of process. The Company and the Subsidiary Guarantor agree that such appointment shall be irrevocable so long as any of the Notes remain Outstandingoutstanding or until the irrevocable appointment by the Company and the Subsidiary Guarantor of a successor in The City of New York as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Company and the Subsidiary Guarantor further agree to take any and all action, including the filing of any and all documents and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. If Cogency Global Inc. shall cease to act as the agent for service of process for the Company or the Subsidiary Guarantor, the Issuer will at all times during which Company or the Issuer does not maintain an office Subsidiary Guarantor shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York or any United States Federal court, in each case, in the Borough of Manhattan, the The City of New York have an York, service of process on Cogency Global Inc. as the authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name Company and address the Subsidiary Guarantor for service of such agent. Service of process upon such agent process, and written notice of such service mailed or delivered to the Issuer Company and the Subsidiary Guarantor, shall to the extent permitted by law be deemed deemed, in every respect respect, effective service of process upon the Issuer in any such legal action or proceeding. Company and the Subsidiary Guarantor. (c) Nothing in this Section 13.15 shall affect the right of the Trustee or any Noteholder party to serve legal process in any other manner permitted by law or limit law. CONSTELLATION OIL SERVICES HOLDING S.A., as Company By: Name: Title: By: Name: Title: CONSTELLATION OVERSEAS LTD., as Subsidiary Guarantor By: Name: Signed for and on behalf of Constellation Overseas Ltd. by Xxxxxxx Xxxxxxx Title: Director WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Registrar, Transfer Agent and Paying Agent By: Name: Title: [Insert the right Global Note Legend, if applicable pursuant to the provisions of the Trustee Indenture] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [Insert the applicable Private Placement Legend, if applicable pursuant to bring proceedings against the Issuer provisions of the Indenture] [Rule 144A Global Note:] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE OR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) IN ACCORDANCE WITH RULE 144A, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES THAT IT WILL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. THIS LEGEND MAY BE REMOVED SOLELY AT THE DISCRETION AND AT THE DIRECTION OF THE COMPANY. [Regulation S Global Note:] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR U.S. FEDERAL INCOME TAX PURPOSES. HOLDERS MAY OBTAIN THE ISSUE PRICE, TOTAL AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY BY CONTACTING THE COMPANY. No._____ U.S.$_______ Subject to any decreases or increases in such principal amount as set forth in the courts Schedule of any jurisdiction or jurisdictions.Exchanges of Interests in the Global Note attached hereto

Consent to Jurisdiction and Service of Process. The Each of the Issuer waivesand Tyco agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive and binding upon respect thereof. Each of the Issuer and may be enforced in Tyco hereby irrevocably and unconditionally designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer CT Corporation shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Issuer or Tyco, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 10.9 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer or Tyco in the courts of any jurisdiction or jurisdictions. Each of the Issuer and Tyco 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 CT Corporation in full force and effect so long as the Securities are outstanding. Each of the Issuer and Tyco hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, each of the Issuer and Tyco agrees to designate a new agent in New York City. To the extent that the Issuer or Tyco has or hereafter may acquire any immunity from jurisdiction of any court (including, without limitation, any court in the United States, the State of New York, Luxembourg, Bermuda or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, the each of the Issuer and Tyco hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Agreement, the applicable Terms Agreement or the transactions contemplated hereby or thereby may be instituted in any state or federal court in The City of New York, State of New York, and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Company hereby irrevocably designates and appoints the Company’s General Counsel as NYDOCS01/1291680.9 the Company’s authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in Company’s General Counsel at his office at the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain OutstandingCompany, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan0000 Xxxxxxxxx Xxx, the City of New York have an authorized agent in the Borough of ManhattanXxxxx, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Xxxxxxx 00000 and written notice of such said service to the Company, mailed or delivered to the Issuer Company’s General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 17 shall affect the right of the Trustee Underwriters, their affiliates or any Noteholder indemnified party to serve process in any manner permitted by law or limit the right of the Trustee Underwriters, their affiliates or any indemnified party to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 Company’s General Counsel in full force and effect so long as this Agreement or the applicable Terms Agreement shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the applicable Terms Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to the Indenture or the Securities may be instituted in any state or federal court in The City of New York, State of New York, and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Company hereby irrevocably designates and appoints the Company’s General Counsel as the Company’s authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in Company’s General Counsel at his office at the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain OutstandingCompany, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan0000 Xxxxxxxxx Xxx, the City of New York have an authorized agent in the Borough of ManhattanXxxxx, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Xxxxxxx 00000 and written notice of such said service to the Company, mailed or delivered to the Issuer Company’s General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000, shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 114 shall affect the right of any party to the Trustee or any Noteholder Indenture to serve process in any manner permitted by law or limit the right of any party to the Trustee Indenture to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 Company’s General Counsel in full force and effect so long as the Indenture or any of the Securities shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Indenture and the Securities, to the extent permitted by law. (C) By adding the following Section 115 to Article One:

Consent to Jurisdiction and Service of Process. The Issuer waives, Bank irrevocably submits to the fullest extent permitted by lawnon-exclusive jurisdiction of any New York State or Federal court sitting in the Borough of Manhattan, any objection which it may have to the laying The City of the venue in New York over any suit, action or proceeding arising out of or relating to this Indenture or any Note Security. The Bank irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the venue of any such suit, action or proceeding brought in any New York State or United States Federal such a court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an any inconvenient forum. The Issuer Bank agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Bank and may be enforced in the courts of Canada (or any court other courts to the jurisdiction of which the Issuer Bank is subject subject) by a suit upon such judgment, provided that service of process is effected upon the Issuer Bank in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Bank does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Notes Securities remain Outstandingoutstanding, the Issuer Bank will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the The City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agentSecurity. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer Bank shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Bank in any such legal action or proceeding. The Bank hereby appoints Xxxxxxxx X. Perry, Vice President and General Counsel — Capital Markets (U.S., Europe, Asia), CIBC World Markets Corp. as its agent for such purpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at CIBC World Markets Corp., 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Attention: Achilles X. Xxxxx, Vice President and General Counsel — Capital Markets (U.S., Europe, Asia)) (or at such other address in the Borough of Manhattan, The City of New York, as the Bank may designate by written notice to the Trustee). The Bank hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Bank in Toronto set forth in the first paragraph of this instrument or to any other address of which the Bank shall have given written notice to the Trustee. The Bank irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Bank in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Bank. Nothing in this Section shall affect the right of the Trustee or any Noteholder Holder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer Bank in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Agreement, the applicable Terms Agreement or the transactions contemplated hereby or thereby may be instituted in any state or federal court in The City of New York, State of New York, and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Company hereby irrevocably designates and appoints the Company’s General Counsel as the Company's authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in Company's General Counsel at his office at the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain OutstandingCompany, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan0000 Xxxxxxxxx Xxx, the City of New York have an authorized agent in the Borough of ManhattanXxxxx, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Xxxxxxx 00000 and written notice of such said service to the Company, mailed or delivered to the Issuer Company's General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 16 shall affect the right of the Trustee Underwriters, their affiliates or any Noteholder indemnified party to serve process in any manner permitted by law or limit the right of the Trustee Underwriters, their affiliates or any indemnified party to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 Company's General Counsel in full force and effect so long as this Agreement or the applicable Terms Agreement shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the applicable Terms Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer (a) Each of the parties hereto and (by their acceptance of the Notes) the Holders irrevocably consents to the jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough of Xxxxxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx, and any appellate court from any thereof and each of the parties hereto submits to the jurisdiction of their respective corporate domiciles only in respect of any actions or proceedings brought against them hereunder, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Indenture or the Notes. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any suit, action action, or proceeding arising out of or relating to that may be brought in connection with this Indenture or any Note brought the Notes in any New York State such courts whether on the grounds of venue, residence or United States Federal court sitting in domicile or on the Borough of Manhattan in the City of New York and any claim ground that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer Additionally, each of the parties hereby waives the right to trial by jury and to assert counterclaims in any such proceedings. Each of the parties hereto hereby agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer such party and may be enforced in any court to of the jurisdiction of to which the Issuer Company or such Guarantor, as the case may be, is subject by a suit upon such judgment, ; provided that service of process is effected upon the Issuer such party in the manner specified provided by this Indenture. (b) The Company agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture or the Notes against the Company in any court of the State of New York or any United States federal court sitting in the following paragraph or Borough of Xxxxxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx, may be made upon CT Corporation System at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the Company irrevocably appoints as otherwise permitted by lawits authorized agent for service of process. As The Company represents and warrants that CT Corporation System has agreed to act as the agent for service of process for the Company. The Company agrees that such appointment shall be irrevocable so long as any of the Notes remain Outstandingoutstanding or until the irrevocable appointment by the Company of a successor in The City of New York as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the agent for service of process for the Company, the Issuer will at all times during which Company shall appoint without delay another such agent and provide prompt written notice to the Issuer does not maintain an office Trustee of such appointment. With respect to any such action in any court of the State of New York or any United States federal court in the Borough of ManhattanXxxxxxxxx, the City of New York have an authorized agent in the Borough of ManhattanXxx Xxxx Xxxx, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service Xxx Xxxx, Xxxxxx Xxxxxx, service of process upon such CT Corporation System, as the authorized agent of the Company for service of process, and written notice of such service mailed or delivered to the Issuer Company shall to the extent permitted by law be deemed deemed, in every respect respect, effective service of process upon the Issuer in any such legal action or proceeding. Company. (c) Nothing in this Section shall affect the right of the Trustee or any Noteholder party to serve legal process in any other manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictionslaw.

Consent to Jurisdiction and Service of Process. The Issuer waivesEach of Tyco and the Company agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. Each of Tyco and binding upon the Issuer Company hereby irrevocably and may be enforced in unconditionally designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer CT Corporation shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon Tyco or the Company, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 13.13 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against Tyco or the Issuer Company in the courts of any jurisdiction or jurisdictions. Each of Tyco and 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 CT Corporation in full force and effect so long as the Securities are outstanding. Each of Tyco and the Company hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, each of Tyco and the Company agrees to designate a new agent in New York City. To the extent that Tyco or the Company has or hereafter may acquire any immunity from jurisdiction of any court (including, without limitation, any court in the United States, the State of New York, Luxembourg, Bermuda or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, any Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of Tyco and the Company hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Each of the Issuer waivesand UtiliCorp agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive and binding upon respect thereof. Each of the Issuer and may be enforced in UtiliCorp hereby irrevocably and unconditionally designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer CT Corporation shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Issuer or UtiliCorp, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 113 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer or UtiliCorp in the courts of any jurisdiction or jurisdictions. Each of the Issuer and UtiliCorp 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 CT Corporation in full force and effect so long as the Securities are outstanding. Each of the Issuer and UtiliCorp hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, each of the Issuer and UtiliCorp agrees to designate a new agent in New York City. To the extent that the Issuer or UtiliCorp has or hereafter may acquire any immunity from jurisdiction of any court (including, without limitation, any court in the United States, the State of New York, Canada or any political subdivision thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, any Guarantee or any other documents or actions to enforce judgments in respect of any thereof, each of the Issuer and UtiliCorp hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extend permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to the Indenture or the Securities may be instituted in any state or federal court in The City of New York, State of New York, and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Company hereby irrevocably designates and appoints the Company’s General Counsel as the Company’s authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in Company’s General Counsel at his office at the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain OutstandingCompany, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan0000 Xxxxxxxxx Xxx, the City of New York have an authorized agent in the Borough of ManhattanXxxxx, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Xxxxxxx 00000 and written notice of such said service to the Company, mailed or delivered to the Issuer Company’s General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000, shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 114 shall affect the right of any party to the Trustee or any Noteholder Indenture to serve process in any manner permitted by law or limit the right of any party to the Trustee Indenture to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 Company’s General Counsel in full force and effect so long as the Indenture or any of the Securities shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Indenture and the Securities, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waives(a) Any injunction or similar equitable proceeding, to and any legal proceeding identified in the fullest extent permitted by lawapplicable state or Federal Arbitration Act, any objection which it may have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture Agreement or any Note brought the agreements and transactions contemplated under this Agreement or referred to in this Agreement may be instituted in federal court, or if such court will not accept jurisdiction, then in state court, in each case in the judicial district in which New York, New York or Nassau County, New York is located or in the judicial district in which Albany, New York or Albany County, New York, is located, and each party to this Agreement agrees not to assert, by way of motion, as a defense, or otherwise, in any New York State such action, suit or United States Federal court sitting in the Borough of Manhattan in the City of New York and proceeding, any claim that any it is not subject personally to the jurisdiction of such suitcourt, action that its property is exempt or immune from attachment or execution, that the action, suit or proceeding brought in such court has been is brought in an inconvenient forum. The Issuer agrees , that final judgment in any such suitthe venue of the action, action suit or proceeding brought in is improper or that this Agreement, the agreements contemplated under this Agreement or the subject matter of this Agreement or such a court shall be conclusive and binding upon the Issuer and agreements may not be enforced in any court or by such court. Each party further irrevocably submits to the jurisdiction of which the Issuer is subject by a any such court in any such action, suit upon such judgment, provided that or proceeding. All service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal action action, suit or proceeding. Nothing in this Section shall affect the right proceeding will be effected by personal service as prescribed by rules of the Trustee court in which such proceeding is brought. (b) Purchaser acknowledges that the remedies at law of Seller for any breach by Purchaser or any Noteholder of its subsidiaries of the obligations contained in Sections 5.06(b) or 5.17(a) would be inadequate and that in addition to serve process other remedies which it has herein for a violation of either of such Sections, Seller shall be entitled to injunctive relief or any other equitable relief for any violation thereof without posting any bond that might be required, and Purchaser, in any manner permitted equitable proceeding to enforce the obligations of Purchaser or any of its subsidiaries under either of such Sections, agrees that neither it nor any of its subsidiaries will claim that a remedy at law is available to Seller. The existence of any claim or cause of action by Purchaser or any of its subsidiaries against Seller or Parent shall not constitute a defense to the enforcement by Seller of any provision of Section 5.06(b) or 5.17(a). Purchaser shall reimburse Seller for any and all expenses incurred by Seller, including reasonable attorney’s fees, expenses and court costs, in connection with the successful enforcement of its rights and the obligations of Purchaser and any of its subsidiaries under Section 5.06(b) or 5.17(a). (c) Seller and Parent each hereby acknowledges that the remedies at law of Purchaser for any breach by Seller or limit the right Parent or any of its subsidiaries of the Trustee obligations contained in Sections 5.06(b) or 5.17(b) would be inadequate and that in addition to bring proceedings against other remedies which it has herein for a violation of either of such Sections, Purchaser shall be entitled to injunctive relief or any other equitable relief for any violation thereof without posting any bond that might be required, and each of Seller and Parent, in any equitable proceeding to enforce the Issuer in the courts obligations of either Seller or Parent or any of their respective subsidiaries under either of such Sections, agrees that neither it nor any of its subsidiaries will claim that a remedy at law is available to Purchaser. The existence of any jurisdiction claim or jurisdictionscause of action by Seller or Parent or any of its subsidiaries against Purchaser shall not constitute a defense to the enforcement by Purchaser of any provision of Section 5.06(b) or 5.17(b). Seller and Parent shall reimburse Purchaser for any and all expenses incurred by Purchaser, including reasonable attorney’s fees, expenses and court costs, in connection with the successful enforcement of its rights and the obligations of Seller and Parent and any of its subsidiaries under Section 5.06(b) or 5.17(b).

Consent to Jurisdiction and Service of Process. The Issuer (a) Each of the parties to this Indenture irrevocably consents to the nonexclusive jurisdiction of any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Indenture or the Securities. Each of the parties to this Indenture irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any suit, action or proceeding arising out of or relating to that may be brought in connection with this Indenture or any Note brought the Securities in any New York State such courts whether on the grounds of venue, residence or United States Federal court sitting in domicile or on the Borough of Manhattan in the City of New York and any claim ground that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer Each of the parties to this Indenture agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer it and may be enforced in any court to the jurisdiction of which the Issuer it is subject by a suit upon such judgment; provided that for any enforcement in Argentina pursuant to Argentine Law No. 24,573 the plaintiff has the option to enter into a voluntary initial mediation stage before initiating the enforcement proceeding, and provided further that service of process is effected upon the Issuer it in the manner specified provided by this Indenture. Notwithstanding the foregoing, any suit, action or proceeding brought in connection with this Indenture or the following paragraph Securities against the Company may be instituted in any court of competent jurisdiction in Argentina. (b) The Company agrees that service of all writs, process and summonses in any suit, action or as otherwise permitted by law. As long as proceeding brought in connection with this Indenture or the Securities against the Company in any court of the Notes remain OutstandingState of New York or any United States Federal court sitting, the Issuer will at all times during which the Issuer does not maintain an office in each case, in the Borough of Manhattan, The City of New York, may be made upon CT Corporation System at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the Company irrevocably appoints as its authorized agent for service of process. The Company represents and warrants that CT Corporation System has agreed to act as the Company's agent for service of process. The Company agrees that such appointment shall be irrevocable so long as any of the Securities remain outstanding or until the irrevocable appointment by the Company of a successor in The City of New York have an as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the agent for service of process for the Company, the Company shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York or any United States Federal court, in each case, in the Borough of Manhattan, the The City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service York, service of process upon such CT Corporation System, as the authorized agent of the Company for service of process, and written notice of such service mailed or delivered to the Issuer Company, shall to the extent permitted by law be deemed deemed, in every respect respect, effective service of process upon the Issuer in any such legal action or proceeding. Company. (c) Nothing in this Section shall affect the right of the Trustee or any Noteholder party to serve legal process in any other manner permitted by law or limit affect the right of the Trustee any party to bring proceedings any action or proceeding against the Issuer any other party or its property in the courts of any jurisdiction or other jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer Company irrevocably submits to the jurisdiction of any New York State or Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in of any such suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal such a court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an any inconvenient forum. The Issuer Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Company and may be enforced in the courts of Canada (or any court other courts to the jurisdiction of which the Issuer Company is subject subject) by a suit upon such judgment, provided that service of process is effected upon the Issuer Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Notes Securities remain Outstandingoutstanding, the Issuer will Company shall at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the The City of New York York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agentSecurity. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer Company shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal action or proceeding. The Company hereby appoints CT Corporation System as its agent for such purpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at 000- 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (or at such other address in the Borough of Manhattan, The City of New York, as the Company may designate by written notice to the Trustee). The Company hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company set forth in the first paragraph of this instrument or to any other address of which the Company shall have given written notice to the Trustee. The Company irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Nothing in this Section shall affect the right of the Trustee or any Noteholder Holder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. THE COMPANY AND EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY.

Consent to Jurisdiction and Service of Process. The Issuer Company irrevocably submits to the jurisdiction of any New York State or Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in of any such suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal such a court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an any inconvenient forum. The Issuer Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Company and may be enforced in the courts of Canada (or any court other courts to the jurisdiction of which the Issuer Company is subject subject) by a suit upon such judgment, provided that service of process is effected upon the Issuer Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Notes Securities remain Outstandingoutstanding, the Issuer Company will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the The City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agentSecurity. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer Company shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal action or proceeding. The Company hereby appoints CT Corporation System as its agent for such purpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at 111 Eighth Avenue, New York, New York 10011 (or at such other axxxxxx xx xxx Xxxxxxx xx Xxxxxxxxx, Xxx Xxxx of New York, as the Company may designate by written notice to the Trustee). The Company hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company set forth in the first paragraph of this instrument or to any other address of which the Company shall have given written notice to the Trustee. The Company irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Nothing in this Section shall affect the right of the Trustee or any Noteholder Holder to serve process in any manner permitted by law or limit the right of the Trustee to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. Each of the Issuer and Tyco International agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in The Issuer waivesCity of New York, State of New York, U.S.A., irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The Issuer agrees that final judgment forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive and binding upon respect thereof. Each of the Issuer and may be enforced in Tyco International hereby irrevocably and unconditionally designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any court successor entity) as its authorized agent to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer CT Corporation shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Issuer or Tyco International, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 10.9 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer or Tyco International in the courts of any jurisdiction or jurisdictions. Each of the Issuer and Tyco International 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 CT Corporation in full force and effect so long as the Securities are outstanding. Each of the Issuer and Tyco International hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, each of the Issuer and Tyco International agrees to designate a new agent in New York City. To the extent that the Issuer or Tyco International has or hereafter may acquire any immunity from jurisdiction of any court (including, without limitation, any court in the United States, the State of New York, Luxembourg, Bermuda or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, the each of the Issuer and Tyco International hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Agreement, the applicable Terms Agreements or the transactions contemplated hereby or thereby may be instituted in any state or federal court in The City of New York, State of New York, and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Company hereby irrevocably designates and appoints the Company’s General Counsel as the Company's authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in Company's General Counsel at his office at the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain OutstandingCompany, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan0000 Xxxxxxxxx Xxx, the City of New York have an authorized agent in the Borough of ManhattanXxxxx, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent Xxxxxxx 00000 and written notice of such said service to the Company, mailed or delivered to the Issuer Company's General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 16 shall affect the right of the Trustee Underwriters, their affiliates or any Noteholder indemnified party to serve process in any manner permitted by law or limit the right of the Trustee Underwriters, their affiliates or any indemnified party to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 Company's General Counsel in full force and effect so long as this Agreement or the applicable Terms Agreements shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the applicable Terms Agreements, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany and each of the Guarantors agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or Federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forumforum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Issuer agrees Company and the Guarantors agree that a final non-appealable judgment in any such suit, action or proceeding brought in such a court proceedings shall be conclusive and binding upon the Issuer and may be enforced in other jurisdictions by suit on the judgment or in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, other manner provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any The Company and each of the Notes remain OutstandingGuarantors hereby irrevocably and unconditionally designates and appoints STERIS Corporation, the Issuer will at all times during which the Issuer does not maintain an office in the Borough 0000 Xxxxxxx Xx., Mentor, OH 44060, Attention of Manhattan, the City of New York have an J. Xxxx Xxxxxxxx as its authorized agent in the Borough to receive and forward on its behalf service of Manhattan, the City of New York upon whom any and all process which may be served in any legal such suit, action or proceeding arising out of or relating to the Indenture or in any Note such court and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service agrees that service of process upon such agent and written notice of such service mailed or delivered to the Issuer STERIS Corporation shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company or any Guarantor, as the case may be. Nothing in this Section 13.13 shall affect the right of the Trustee or any Noteholder Holders to serve process in any manner permitted by law or limit the right of the Trustee Holders to bring proceedings against the Issuer Company or the Guarantors in the courts of any jurisdiction or jurisdictions. The Company and each Guarantor 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 STERIS Corporation in full force and effect so long as the Securities are outstanding. If for any reason STERIS Corporation ceases to be available to act as such, the Company and each Guarantor agrees to designate a new agent in the United States. To the extent that the Company or the Guarantors has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, Ireland, England, Wales or other jurisdiction in which the Company or the Guarantors, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of Company and each of the Guarantors hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. The Issuer waivesCompany agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to the Indenture or the Securities may be instituted in any state or federal court in The City of New York, State of New York, and waives to the fullest extent permitted by law, law any objection which it may now or hereafter have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note brought in any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of any such court has been brought in an inconvenient forumany such suit, action or proceeding. The Issuer agrees that final judgment Company hereby irrevocably designates and appoints the Company's General Counsel as the Company's authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in any such court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, provided and agrees that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. As long as any of the Notes remain Outstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer Company's General Counsel at his office at the Company, 1050 Caribbean Way, Miami, Florida 33132 and written notice of saxx xxxxxxx xx xxx Xxxxxxx, xxxxxx xx delivered to the Company's General Counsel, 1050 Caribbean Way, Miami, Florida 33132, shall be deemed in everx xxxxxxx xxxxxxxxx xxxxxxx xx xxxxxxx xpon the Company in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 114 shall affect the right of any party to the Trustee or any Noteholder Indenture to serve process in any manner permitted by law or limit the right of any party to the Trustee Indenture to bring proceedings against the Issuer Company in the courts of any jurisdiction or jurisdictions. 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 Company's General Counsel in full force and effect so long as the Indenture or any of the Securities shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Indenture and the Securities, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. (a) The Issuer waives, submits to the fullest extent permitted by law, non-exclusive jurisdiction of any objection which it may have to the laying of the venue New York State or federal court sitting in New York City over any suit, action or proceeding arising out of or relating to this Second Supplemental Indenture or any Note Note. The Issuer irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the venue of any such suit, action or proceeding brought in any New York State or United States Federal such a court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer it and may be enforced in the courts of Canada, or any court other courts to the jurisdiction of which the Issuer is subject subject, by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph clause (b) of this Section 13.3 or as otherwise permitted by law. ; provided, however, that the Issuer does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. (b) As long as any of the Notes remain Outstandingoutstanding, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the this Second Supplemental Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agentNote. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall shall, to the extent permitted by law law, be deemed in every respect effective service of process upon the Issuer in any such legal action or proceeding. The Issuer irrevocably appoints CT Corporation System as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the City and County of New York. (c) The Issuer hereby consents to process being served in any suit, action or proceeding of the nature referred to in clauses (a) or (b) of this Section 13.3 by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Issuer’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Issuer shall have given written notice to the U.S. Trustee. The Issuer irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Issuer. (d) Nothing in this Section 13.3 shall affect the right of the Trustee Trustees or any Noteholder Holder to serve process in any manner permitted by law or limit the right of the Trustee Trustees to bring proceedings against the Issuer in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Issuer (a) Parent consents to the non-exclusive jurisdiction of any court of the State of Delaware or any United States federal court sitting in the State of Delaware, United States, and any appellate court from any thereof, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Agreement. Parent irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any suit, action or proceeding arising out of or relating to this Indenture or any Note that may be brought in any New York State connection with this Agreement in such courts whether on the grounds of venue, residence or United States Federal court sitting in domicile or on the Borough of Manhattan in the City of New York and any claim ground that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer Parent agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Parent and may be enforced in any court to the jurisdiction of which the Issuer Parent is subject by a suit upon such judgment, ; provided that service of process is effected upon the Issuer Parent in the manner specified provided in the following paragraph or as otherwise permitted by law. As long as any this Agreement. (b) Parent agrees that service of the Notes remain Outstandingall writs, the Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York upon whom process may be served and summonses in any legal suit, action or proceeding arising out brought in connection with this Agreement against Parent in any court sitting in the State of Delaware, United States may be made upon Schixx Xxxxxx & Xaitx xx 6600 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 (xxtention: Stepxxx X. Xxxxxxx), xhom Parent irrevocably appoints as its authorized agent for service for process. Parent represents and warrants that Schixx Xxxxxx & Xaitx xxx agreed to act as Parent's agent for service of process. Parent agrees that such appointment shall be irrevocable so long as this Agreement shall remain in effect or relating until the irrevocable appointment by Parent of a successor as its authorized agent for such purpose and the acceptance of such appointment by such successor. Parent further agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. If Schixx Xxxxxx & Xaitx xxxll cease to be Parent's agent for service of process, Parent shall appoint without delay another such agent and provide prompt written notice to the Indenture Company, to the extent known to it, of such appointment. With respect to any such action in any court of the State of Delaware or any Note and will upon United States federal court in the appointment State of such agent promptly notify the Trustee in writing of the name and address of such agent. Service Delaware, United States, service of process upon such Schixx Xxxxxx & Xaitx, xx the authorized agent of Parent for service of process, and written notice of such service mailed or delivered to the Issuer Parent, shall to the extent permitted by law be deemed deemed, in every respect respect, effective service of process upon the Issuer in any such legal action or proceeding. Parent. (c) Nothing in this Section 8.13 shall affect the right of the Trustee or any Noteholder party to serve legal process in any other manner permitted by law or limit of affect the right of the Trustee any party to bring proceedings any action or proceeding against the Issuer any other party or its property in the courts of any jurisdiction or other jurisdictions.

Consent to Jurisdiction and Service of Process. (a) The Issuer Company irrevocably consents to the nonexclusive jurisdiction of any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Indenture or the Securities. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue in any suit, action or proceeding arising out of or relating to that may be brought in connection with this Indenture or any Note brought the Securities in any New York State such courts whether on the grounds of venue, residence or United States Federal court sitting in domicile or on the Borough of Manhattan in the City of New York and any claim ground that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. The Issuer Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer Company and may be enforced in any court to the jurisdiction of which the Issuer Company is subject by a suit upon such judgment, ; provided that service of process is effected upon the Issuer Company in the manner specified provided by this Indenture. Notwithstanding the foregoing, any suit, action or proceeding brought in connection with this Indenture or the following paragraph Securities against the Company may be instituted in any competent court in Panama or as otherwise permitted by law. As long as the Republic of Chile. (b) The Company agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture or the Securities against the Company in any court of the Notes remain OutstandingState of New York or any United States Federal court sitting, the Issuer will at all times during which the Issuer does not maintain an office in each case, in the Borough of Manhattan, The City of New York, may be made upon CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the Company irrevocably appoints as its authorized agent for service of process. The Company represents and warrants that CT Corporation System has agreed to act as the Company’s agent for service of process. The Company agrees that such appointment shall be irrevocable so long as any of the Securities remain outstanding or until the irrevocable appointment by the Company of a successor in The City of New York have an as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the agent for service of process for the Company, the Company shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York or any United States Federal court, in each case, in the Borough of Manhattan, the The City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Note and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service York, service of process upon such CT Corporation System, as the authorized agent of the Company for service of process, and written notice of such service mailed or delivered to the Issuer Company shall to the extent permitted by law be deemed deemed, in every respect respect, effective service of process upon the Issuer in any such legal action or proceeding. Company. (c) Nothing in this Section shall affect the right of the Trustee or any Noteholder party to serve legal process in any other manner permitted by law or limit affect the right of the Trustee any party to bring proceedings any action or proceeding against the Issuer any other party or its property in the courts of any jurisdiction or other jurisdictions.