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

Consent to Jurisdiction and Service of Process. The Corporation submits to the non-exclusive jurisdiction of any 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 or any Security. The Corporation 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 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, 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 may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 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 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation submits to Guarantor is not organized under the non-exclusive jurisdiction of any 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 or any Security. The Corporation irrevocably waives, to laws the fullest extent permitted by law, any objection that it may have to United States (including the laying of the venue of 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, States thereof and the foregoing provisions District of this sentence shall not constitute or be deemed to constitute a waiver of, (iColumbia) 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 and therefore it hereby appoints the Company as any Securities remain outstanding, the Corporation will at all times have an authorized agent in thereof (the Borough of Manhattan, New York City “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 Holder of any Security, and to the Indenture fullest extent permitted by applicable law, the Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any Securitysuch proceeding and expressly and irrevocably accepts and submits, for the benefit of 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 purpose, and such successor’s acceptance of such appointment, shall have occurred. The Guarantor agrees to take any and all actions, 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 with respect to any such agent and written notice of such service mailed or delivered to the Corporation shallaction shall be deemed, to the extent permitted by law, be deemed in every respect respect, effective service of process upon the Corporation Guarantor. Notwithstanding the foregoing, any action against the Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Holder of such Security in any court in the jurisdiction of organization of the Guarantor, and the Guarantor expressly accepts the jurisdiction of any such court in any such legal action or proceedingaction. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to Company hereby accepts the issuance of Securities of any series, an foregoing appointment as 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 may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 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 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionsprocess.

Consent to Jurisdiction and Service of Process. The Corporation submits to Where a Guarantor, if any, is not organized under the non-exclusive jurisdiction of any 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 or any Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying laws of the venue of 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in United States (including the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, States thereof and the foregoing provisions District of this sentence shall not constitute Columbia), such Guarantor hereby or be deemed to constitute immediately upon becoming 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 Guarantor appoints the Company as any Securities remain outstanding, the Corporation will at all times have an authorized agent in thereof (the Borough of Manhattan, New York City “Authorized Agent”) upon whom process may be served in any legal action action, suit or proceeding arising out of or relating to the based on this Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, 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 which may be made upon it at instituted in the office Supreme Court of such agent at the address providedState of New York or the United States District Court for the Southern District of New York, or at such other address or to such other agent in either case in the Borough of Manhattan, The City of New York City as York, by the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in Holder of any suitSecurity, 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, and to the fullest extent permitted by applicable law, all claim such Guarantor hereby waives any objection which it may now or error by reason hereafter have to the laying of venue of any such serviceproceeding and expressly and irrevocably accepts and submits, but does not waive for the benefit of the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any right such court in respect of any such action, suit or proceeding, for itself and with respect to assert lack its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of subject matter jurisdictiona successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Such Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such service (i) appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed deemed, in every respect respect, effective service of process upon such Guarantor. Notwithstanding the Corporation foregoing, any action against such Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Holder of such Security in any court in the jurisdiction of organization of such Guarantor, and such Guarantor expressly accepts the jurisdiction of any such court in any such suitaction. The Company hereby accepts the foregoing appointment, action or proceeding and (ii) shallas applicable, to the fullest extent permitted by law, be taken and held to be valid personal as agent for service upon and personal delivery to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionsprocess.

Consent to Jurisdiction and Service of Process. The Corporation Company 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 any objection which 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 and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 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 Corporation agrees that final judgment 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 it any Guarantor, if applicable, hereby irrevocably and unconditionally designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 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 enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court 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 CT Corporation may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company or such Guarantor, as the case may be. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 14.13 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against the Corporation 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 Corporation submits Issuer waives, to the non-exclusive jurisdiction fullest extent permitted by law, any objection which it may have to the laying of any New York State or federal court sitting the venue in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 Note brought in such a 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 has been brought in an inconvenient forum. The Corporation Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Issuer and may be enforced in the courts of Canada, or any other courts court to the jurisdiction of which the Corporation Issuer is subject, subject by a suit upon such judgment, provided that service of process is effected upon the Corporation Issuer in the manner specified in the following paragraph 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 Securities of the Notes remain outstandingOutstanding, the Corporation 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 Indenture or any SecurityNote 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 Corporation shall, Issuer shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Issuer in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, 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 may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 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 1.13 shall affect the right of the Trustees Trustee or any Holder Noteholder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Issuer in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation Each 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 any objection which 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 and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 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 Corporation agrees that final judgment 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 it the Company hereby irrevocably and unconditionally designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 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 enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court 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 CT Corporation may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon Parent or the Company, as the case may be. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 13.13 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against Parent or the Corporation 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 Corporation Company 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 any objection which 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 and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 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 Corporation agrees that final judgment 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 it any Guarantor, if applicable, hereby irrevocably and unconditionally designates and appoints Corporation Service Company, 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 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 enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court 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 may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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) Service Company shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company or such Guarantor, as the case may be. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 13.13 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against the Corporation 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 Corporation Company 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 any objection which 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 and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 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 Corporation agrees that final judgment 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 it any Guarantor, if applicable, hereby irrevocably and unconditionally designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 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 enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court 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 CT Corporation may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company or such Guarantor, as the case may be. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 13.13 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against the Corporation 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 Corporation submits to the non-exclusive jurisdiction of any 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 or any Security. The Corporation irrevocably waives, to To the fullest extent permitted by applicable law, any objection that it may have to the laying of the venue of 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts Company irrevocably submits to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation 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 as otherwise permitted by law; provided, however, that the Corporation does not waivethis Indenture (solely in connection with any such suit or proceeding), and the foregoing provisions irrevocably agrees that all claims in respect of this sentence shall not constitute such suit or proceeding may be deemed to constitute a waiver of, (i) any right to appeal determined in any such judgmentcourt. 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, to seek any stay or otherwise to seek reconsideration or review of any such judgment or 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (ii) any stay of execution or levy pending an appeal from“CT”), or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in of the Borough of Manhattan, New York City Company upon whom process may be served in any legal such suit or proceeding, it being understood that the designation and appointment of CT Corporation System as such authorized agent shall become effective immediately without any further action or proceeding arising out on the part of or relating to the Indenture or any SecurityCompany. Service of process upon such agent and written notice The Company represents that it has notified CT of such service mailed or delivered to designation and appointment and that CT has accepted the Corporation shall, to the extent permitted by law, be deemed same in every respect effective service of process upon the Corporation in any such legal action or proceedingwriting. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior Company hereby irrevocably authorizes and directs CT to the issuance of Securities of any series, an agent for accept such purpose with respect to such series, and covenants and service. The Company further 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 may designate in a CT and written notice of said service to the U.S. Trustee. The Corporation hereby consents Company mailed by prepaid registered first class mail or delivered to process being served in any suitCT at its principal office, 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 Company in any such suitsuit or proceeding. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law. The Company further agrees to take any and all action, 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 in full force and effect so long as the Company has any outstanding obligations under the Notes or proceeding this Indenture. 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 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 (ii) shallthis Indenture, 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 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation Company 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 any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumproceeding. The Company hereby irrevocably designates and appoints each of Sea Containers America Inc. (“SCA”) and Corporation agrees that final judgment 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 any such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided agrees that service of process is effected upon the Corporation in the manner specified in the following paragraph either or as otherwise permitted by law; both SCA or any successor (provided, however, that the Corporation does not waive, and the foregoing provisions of such service upon SCA or any successor shall only be required by 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 Section 1.15 as long as any Securities remain outstanding, SCA or such successor maintains an office at the Corporation will address set forth herein or at all times have an authorized agent another address in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating which the Company has designated by written notice to the Indenture Trustee) at its office at 1155 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and CSC or any Security. Service successor at its office at 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000-0000 (or such other address in the State of process upon such agent New York as the Company may designate by written notice to the Trustee) and written notice of such service mailed to the Company marked or delivered to the Corporation shall, either or both SCA (subject to the extent permitted by lawforegoing proviso) and CSC at their addresses set forth herein, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, 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 may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon and personal delivery to the CorporationCompany. Nothing in this Section 1.13 1.15 shall affect the right of the Trustees Company or any Holder the Trustee to serve process in any manner permitted by law or limit the right of the Trustees any party hereto to bring proceedings against the Corporation 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 Corporation Each 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 and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court sitting in the Borough of Manhattan of the City of Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law any 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 and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 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 Corporation agrees that final judgment 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 it unconditionally designates and appoints CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court 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 CT Corporation may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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) System shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 113 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against the Corporation 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 Corporation submits to the non-exclusive jurisdiction of any New York State or federal court sitting in New York City over any Any legal suit, action or proceeding arising out of or relating based upon the Indenture, the Securities and the Security Guarantees or the transactions contemplated by the Indenture (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York, County and State of New York, or the courts of the State of New York located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx (collectively, the “Specified Courts”), and each party irrevocably submits to this Indenture the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any SecuritySpecified Court in a Related Proceeding, as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The Corporation Company and the Guarantors irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection that it may have to the laying of the venue of any such suit, action Specified Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or proceeding claim in any Specified Court that any Related Proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court Specified Court has been brought in an inconvenient forum. The Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive Company and binding upon it and may be enforced each Guarantor not located in the courts of Canada, or any other courts United States irrevocably appoints CT Corporation System as its agent to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that receive service of process is effected upon the Corporation in the manner specified in the following paragraph 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 other legal summons for purposes 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, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process Related Proceeding that may be served instituted in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, 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 may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 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 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionsSpecified Court.

Consent to Jurisdiction and Service of Process. The Corporation submits to the non-exclusive jurisdiction of any 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 or any Security. The Corporation irrevocably waives, to To the fullest extent permitted by applicable law, any objection that it may have to the laying of the venue of 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts Company irrevocably submits to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation 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 as otherwise permitted by law; provided, however, that the Corporation does not waivethis Indenture (solely in connection with any such suit or proceeding), and the foregoing provisions irrevocably agrees that all claims in respect of this sentence shall not constitute such suit or proceeding may be deemed to constitute a waiver of, (i) any right to appeal determined in any such judgmentcourt. 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, to seek any stay or otherwise to seek reconsideration or review of any such judgment or 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (ii) any stay of execution or levy pending an appeal from"CT"), or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in of the Borough of Manhattan, New York City Company upon whom process may be served in any legal such suit or proceeding, it being understood that the designation and appointment of CT Corporation System as such authorized agent shall become effective immediately without any further action or proceeding arising out on the part of or relating to the Indenture or any SecurityCompany. Service of process upon such agent and written notice The Company represents that it has notified CT of such service mailed or delivered to designation and appointment and that CT has accepted the Corporation shall, to the extent permitted by law, be deemed same in every respect effective service of process upon the Corporation in any such legal action or proceedingwriting. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior Company hereby irrevocably authorizes and directs CT to the issuance of Securities of any series, an agent for accept such purpose with respect to such series, and covenants and service. The Company further 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 may designate in a CT and written notice of said service to the U.S. Trustee. The Corporation hereby consents Company mailed by prepaid registered first class mail or delivered to process being served in any suitCT at its principal office, 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 Company in any such suitsuit or proceeding. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law. The Company further agrees to take any and all action, 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 in full force and effect so long as the Company has any outstanding obligations under the Securities or proceeding this Indenture. 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 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 (ii) shallthis Indenture, 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 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation submits to the non-exclusive jurisdiction of any New York State or federal court sitting in New York City over any suit, action or proceeding All judicial proceedings arising out of or relating to this Indenture Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any Securitydefense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation irrevocably waivesTrust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, to the fullest extent permitted and such other persons as may hereafter be selected by law, any objection that it may have to the laying each of the venue Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court process so served shall be conclusive mailed by registered mail to each of the Company and binding upon it and may be enforced the Operating Partnership at its address provided in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by lawSection 13 hereof; provided, however, that that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the Corporation does not waivevalidity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company 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, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any such legal action against the Company or proceeding the Operating Partnership in the State of New York 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 may designate in a written notice to the U.S. 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 Corporation’s principal office Company or the Operating Partnership at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other its address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 jurisdictionprovided in Section 13 hereof, and agrees each of the Company and the Operating Partnership hereby acknowledges that such service (i) shall be deemed effective and binding 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 Corporationrespect. Nothing in this Section 1.13 herein shall affect the right of the Trustees or any Holder to serve process in any other manner permitted by law or shall limit the right of the Trustees any Underwriter to bring proceedings against each of the Corporation Company and the Operating Partnership in the courts of any jurisdiction or jurisdictionsother jurisdiction.

Consent to Jurisdiction and Service of Process. The Corporation Company 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 any objection which 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 and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 or for recognition and enforcement of any judgment 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 forumrespect thereof. The Corporation 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 it and may be enforced in other jurisdictions by suit on the courts of Canada, judgment or in any other courts manner provided by law. The Company and each of the Guarantors hereby irrevocably and unconditionally designates and appoints as its authorized agent to the jurisdiction of which the Corporation 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 Corporation which may be served in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court 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 may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon and personal delivery to the CorporationCompany or any Guarantor, as the case may be. Nothing in this Section 1.13 13.13 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against the Corporation 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. The Corporation Company 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 any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumproceeding. The Corporation 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 it and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court and agrees that service of process in any such legal action or proceeding may be made upon it the Company’s General Counsel at his office at the office of such agent at the address providedCompany, or at such other address or to such other agent in the Borough of Manhattan0000 Xxxxxxxxx Xxx, New York City as the Corporation may designate in a Xxxxx, Xxxxxxx 00000 and written notice of said service to the U.S. Trustee. The Corporation hereby consents to process being served in any suitCompany, action mailed 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, delivered to the CorporationCompany’s principal office at 000 Xxxxx XxxxGeneral Counsel, Oakville0000 Xxxxxxxxx Xxx, Ontario L6J 2X1Xxxxx, Attention: Chief Financial OfficerXxxxxxx 00000, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 114 shall affect the right of any party to the Trustees or any Holder Indenture to serve process in any manner permitted by law or limit the right of any party to the Trustees Indenture to bring proceedings against the Corporation 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 Corporation Each of the Company and [each][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 and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court sitting in the Borough of Manhattan of the City of New York, State of New York, United States of America, irrevocably waives to the fullest extent permitted by law any 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 and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 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 Corporation agrees that final judgment 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 it unconditionally designates and appoints [ ], located at [ ] (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court 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 may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 11.13 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against the Corporation 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 Corporation irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City 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 that which it may have to the laying of the venue of 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Corporation and may be enforced in the courts of Canada, Canada or any province or territory of Canada (or any other courts to of the jurisdiction of to which the Corporation is subject, ) by a suit upon such judgment, provided that service of process is effected upon the 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 Debt Securities remain outstandingoutstanding and until the principal of, premium, if any, and interest, if any, on all of the outstanding Debt Securities has been paid in full or such payment duly provided for, the Corporation will at all times have an authorized agent in the Borough of ManhattanUnited States, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the this Indenture or any Debt Security. Service of process upon such agent and written notice of such service mailed mailed, delivered or delivered sent by facsimile to the Corporation shall, in the manner and at the address provided in or pursuant to Section 3.13 shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an hereby appoints Corporation Service Company as its agent for such purpose with respect to such seriespurpose, 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 provided80 State Street, 6th Floor, Albany, New York 12207 (or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written xxxxxxx xx xxx Xxxxxxxxxxx xxx xxxxxxxxx xx xxxxxxn notice to the U.S. 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 or the delivery or sending by registered or certified mail, postage prepaid, return receipt requested, facsimile of a copy thereof to the Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice specified in or pursuant to the U.S. TrusteeSection 3.13 of this Indenture. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, 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 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 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation Company 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 any 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 and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 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 Corporation agrees that final judgment 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 it each Guarantor (including Tyco SCA and TIFSA) hereby irrevocably and unconditionally designates and appoints [ ] (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court 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 may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 Company or Guarantor, as applicable, in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company or each Guarantor, as the case may be. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 13.13 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against the Corporation 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 Corporation Company 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 any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumproceeding. The Corporation 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 it and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court and agrees that service of process in any such legal action or proceeding may be made upon it the Company's General Counsel at his office at the office of such agent at the address providedCompany, or at such other address or to such other agent in the Borough of Manhattan0000 Xxxxxxxxx Xxx, New York City as the Corporation may designate in a Xxxxx, Xxxxxxx 00000 and written notice of said service to the U.S. Trustee. The Corporation hereby consents to process being served in any suitCompany, action mailed 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, delivered to the Corporation’s principal office at 000 Xxxxx XxxxCompany's General Counsel, Oakville0000 Xxxxxxxxx Xxx, Ontario L6J 2X1Xxxxx, Attention: Chief Financial OfficerXxxxxxx 00000, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 114 shall affect the right of any party to the Trustees or any Holder Indenture to serve process in any manner permitted by law or limit the right of any party to the Trustees Indenture to bring proceedings against the Corporation 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 Corporation Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an any inconvenient forum. The Corporation Bank agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Bank and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Bank is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Bank in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation 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 Securities remain outstanding, the Corporation Bank will at all times 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 or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Bank shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Bank in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental heretoBank hereby appoints National Corporate Research, on or prior to the issuance of Securities of any series, an Ltd. as its agent for such purpose with respect to such seriespurpose, 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 provided000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000-0000 (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation Bank may designate in a by written notice to the U.S. Trustee). The Corporation 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Bank in Toronto set forth in the first paragraph of this instrument or to any other address of which the Corporation Bank shall have given written notice to the U.S. Trustee. The Corporation Bank irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, 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 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 CorporationBank. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Bank in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Each of the Corporation and the Guarantor submits to the non-exclusive jurisdiction of any 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 any Securitythe Guarantee. The Each of the Corporation and the Guarantor 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 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 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 it the Corporation and/or the Guarantor, as the case may be, and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation or the Guarantor, as the case may be, is subject, by a suit upon such judgment, provided that service of process is effected upon the 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 does not waivenor 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 Corporation and the Guarantor will at all times have an authorized agent in the Borough of Manhattan, 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 Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shalland/or the Guarantor, as the case may be, shall to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation and/or the Guarantor, as the case may be, in any such legal action or proceeding. The 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. The 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 the Corporation’s their principal office at 000 Xxx Xxxxxx, 0xx Xxxxx, Xxxxx XxxxTower, OakvilleToronto, Ontario L6J 2X1M5G 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. The 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 CorporationCorporation and/or the Guarantor, as the case may be. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation and/or the Guarantor in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an any inconvenient forum. The Corporation Bank agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Bank and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Bank is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Bank in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation 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 Securities remain outstanding, the Corporation Bank will at all times 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 or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Bank shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Bank in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental heretoBank hereby appoints National Corporate Research, on or prior to the issuance of Securities of any series, an Ltd. as its agent for such purpose with respect to such seriespurpose, 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 provided225 West 34th Street, Suite 910, New York, NY 10122-0032 (or at such other address or to such other agent in the Borough of Manhattanoxxxx xxxxxxx xx xxx Xxxxxxx xx Xxxxxxxxx, New York City Xxx Xxxx xx Xxw York, as the Corporation Bank may designate in a by written notice to the U.S. Trustee). The Corporation 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Bank in Toronto set forth in the first paragraph of this instrument or to any other address of which the Corporation Bank shall have given written notice to the U.S. Trustee. The Corporation Bank irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, 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 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 CorporationBank. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Bank in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in the Borough of Manhattan, The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an any inconvenient forum. The Corporation Bank agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Bank and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Bank is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Bank in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation 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 Securities remain outstanding, the Corporation Bank will at all times 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 or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Bank shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Bank in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental heretoBank hereby appoints Xxxxxxxx X. Perry, on or prior to the issuance of Securities of any seriesVice President and General Counsel — Capital Markets (U.S., an Europe, Asia), CIBC World Markets Corp. as its agent for such purpose with respect to such seriespurpose, 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 providedCIBC 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 or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation Bank may designate in a by written notice to the U.S. Trustee). The Corporation 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Bank in Toronto set forth in the first paragraph of this instrument or to any other address of which the Corporation Bank shall have given written notice to the U.S. Trustee. The Corporation Bank irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, 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 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 CorporationBank. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Bank in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation Sub-Adviser irrevocably submits to the non-exclusive jurisdiction of any New York State or federal United States Federal court sitting in the Borough of Manhattan, The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any SecurityAgreement. The Corporation Sub-Adviser irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the venue of 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 Corporation Sub-Adviser agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Sub-Adviser, and may be enforced to the extent permitted by applicable law in the courts any court of Canada, or any other courts to the jurisdiction of which the Corporation Sub-Adviser is subject, subject by a suit upon such judgment, provided that service of process is effected upon the Corporation Sub-Adviser in the manner specified in the following paragraph 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 Securities remain outstandingthis Agreement remains in effect, the Corporation Sub-Adviser will at all times 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 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 the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceedingthis Agreement. The Sub-Adviser hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System as its agent for such purpose with respect to such seriespurpose, 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 provided0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation said agent may designate in a by written notice to the U.S. TrusteeCompany, BEA and SBAM). The Corporation Sub-Adviser hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs paragraph 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Sub-Adviser set forth in the heading to this Agreement or to any other address of which the Corporation Sub-Adviser shall have given written notice to the U.S. TrusteeCompany, BEA and SBAM. The Corporation Sub-Adviser irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, 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 Sub-Adviser 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 CorporationSub-Adviser. Nothing in this Section 1.13 shall affect the right of the Trustees Company, BEA or any Holder SBAM to serve process in any manner permitted by law or limit the right of the Trustees Company, BEA or SBAM to bring proceedings against the Corporation 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 INVESTMENT FUND, INC. By: /s/ ------------------------------ Name: Title: BEA ASSOCIATES By: /s/ ----------------------------- Name: Title: SALOMON BROTHERS ASSET MANAGEMENT INC By: ----------------------------- Name: Title: Accepted: CELSIUS AGENT DE VALORES LIMITADA By: /s/ --------------------------------------------- Name: Title:

Consent to Jurisdiction and Service of Process. The Corporation Each 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 and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court sitting in the Borough of Manhattan of the City of Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law any 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 and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 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 Corporation agrees that final judgment 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 it unconditionally designates and appoints CT Corporation System, located at 00 Xxxxxxx Xxxxxx, XX, XX 00000 (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court 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 CT Corporation may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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) System shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 113 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against the Corporation 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 Corporation Company 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 any objection which 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 and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 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 Corporation agrees that final judgment 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 it unconditionally designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 X.X.X. (and any successor entity) as the Company's authorized agent to receive and forward on its behalf service of any and all process which may be enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court 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 CT Corporation may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 14 shall affect the right of the Trustees International Managers, their affiliates or any Holder indemnified party to serve process in any manner permitted by law or limit the right of the Trustees International Managers, their affiliates or any indemnified party to bring proceedings against the Corporation 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. The Corporation Company 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 any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumproceeding. The Company hereby irrevocably 34 23 designates and appoints CT Corporation agrees that final judgment 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 any such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided agrees that service of process is effected upon the 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; provided, however, that the Corporation does not waive, and the foregoing provisions State 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, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process as the Company may be served in any legal action or proceeding arising out of or relating designate by written notice to the Indenture or any Security. Service of process upon such agent Trustee) and written notice of such service mailed to the Company marked or delivered to the CT Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, 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 System at the office of such agent at the its address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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) set forth herein shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon and personal delivery to the CorporationCompany. Nothing in this Section 1.13 114 shall affect the right of the Trustees or any Holder party hereto to serve process in any manner permitted by law or limit the right of the Trustees any party hereto to bring proceedings against the Corporation 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 Corporation Company 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 any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumproceeding. The Corporation 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 it and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court and agrees that service of process in any such legal action or proceeding may be made upon it the Company's General Counsel at his office at the office of such agent at the address providedCompany, or at such other address or to such other agent in the Borough of Manhattan0000 Xxxxxxxxx Xxx, New York City as the Corporation may designate in a Xxxxx, Xxxxxxx 00000 and written notice of said service to the U.S. Trustee. The Corporation hereby consents to process being served in any suitCompany, action mailed 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, delivered to the Corporation’s principal office at 000 Xxxxx XxxxCompany's General Counsel, Oakville0000 Xxxxxxxxx Xxx, Ontario L6J 2X1Xxxxx, Attention: Chief Financial OfficerXxxxxxx 00000, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 114 shall affect the right of any party to the Trustees or any Holder Indenture to serve process in any manner permitted by law or limit the right of any party to the Trustees Indenture to bring proceedings against the Corporation 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 Corporation Company irrevocably submits to the non-exclusive nonexclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation Company irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the venue of 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 any inconvenient forum. The Corporation Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Company and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Company is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Company in the manner specified in the following paragraph or as otherwise permitted by law; providedPROVIDED, howeverHOWEVER, that the Corporation 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 Securities remain outstanding, the Corporation Company will at all times 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 or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Company shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Company in any such legal action or proceeding. The Company hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System as its agent for such purpose with respect to such seriespurpose, 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 provided000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation Company may designate in a by written notice to the U.S. Trustee). The Corporation 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Company set forth in the first paragraph of this instrument or to any other address of which the Corporation Company shall have given written notice to the U.S. Trustee. The Corporation Company irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, 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 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 CorporationCompany. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Company in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation Company hereby (a) irrevocably submits to the non-exclusive jurisdiction of any the Federal and state courts in the Borough of Manhattan in The City of New York State in any suit or federal court sitting proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and (b) irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding, and irrevocably submits to the nonexclusive jurisdiction of such courts in New York City over 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 based on this Agreement or the transactions contemplated hereby that may be instituted in any state or federal court in the 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 this Indenture the personal jurisdiction of any such court in respect of any such suit, action or any Security. The Corporation irrevocably waivesproceeding, and to the fullest extent permitted by lawapplicable 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 objection and all action, including the filing of any and all documents and instruments, that it may have 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 laying Company shall be deemed, in every respect, effective service of process upon the venue Company for purposes of 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 Corporation 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 it and may be enforced in the courts State of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, 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 may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 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 CorporationYork. Nothing in this Section 1.13 herein shall affect the right of the Trustees or any Holder to serve process in any other manner permitted by law or limit the right of the Trustees to bring commence legal proceedings or otherwise proceed against the Corporation Company in the courts of any jurisdiction or jurisdictionsother jurisdiction.

Consent to Jurisdiction and Service of Process. The Corporation Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation Company irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the venue of 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 any inconvenient forum. The Corporation Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Company and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Company is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation 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 Securities remain outstanding, the Corporation will Company shall at all times have an authorized agent in the Borough of Manhattan, The City of New York City York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Company shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Company in any such legal action or proceeding. The Company hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System as its agent for such purpose with respect to such seriespurpose, 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 provided000- 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation Company may designate in a by written notice to the U.S. Trustee). The Corporation 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Company set forth in the first paragraph of this instrument or to any other address of which the Corporation Company shall have given written notice to the U.S. Trustee. The Corporation Company irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, 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 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 CorporationCompany. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation 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 Company is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the principal office of Corporation submits to the non-exclusive jurisdiction Service Company in The City of any New York which, on the date hereof, is located at 80 State or federal court sitting in Street, Albany, New York City over 12207-2543, as the authorized agent xxxxxxx (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xrocess may be served in any suitaction, action suit or proceeding arising out of or relating to 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 Holder of any Security. The Corporation irrevocably waives, and to the fullest extent permitted by applicable law, the Company hereby waives any objection that which it may now or hereafter have to the laying of the venue of any such suitproceeding and expressly and irrevocably accepts and submits, action or proceeding brought in such a court and any claim that any such suitfor the benefit of the Holders from time to time of the Securities, action or proceeding brought in such a court has been brought in an inconvenient forum. The Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts to the nonexclusive jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 court in respect of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgmentaction, suit or proceeding, for itself and with respect to its properties, revenues and assets. As long as any Securities remain outstanding, Such appointment shall be irrevocable unless and until the Corporation will at all times have an appointment of a successor authorized agent in for such purpose, and such successor's acceptance of such appointment, shall have occurred. The Company agrees to take any and all actions, including the Borough filing of Manhattanany and all documents and instruments, New York City upon whom process that may be served necessary to continue such appointment in any legal action or proceeding arising out of or relating to the Indenture or any Securityfull 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 Corporation shallaction shall be deemed, to the extent permitted by law, be deemed in every respect respect, effective service of process upon the Corporation Company. Notwithstanding the foregoing, any action against the Company arising out of or based on any Security may also be instituted by the Holder of such Security in any court in the jurisdiction of organization of the Company, and the Company expressly accepts the jurisdiction of any such court in any such legal action or proceedingaction. The Corporation Company shall appoint require the Authorized Agent to agree in one or more indentures supplemental hereto, on or prior writing to accept the issuance of Securities of any series, an foregoing appointment as 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 may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 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 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionsprocess.

Consent to Jurisdiction and Service of Process. The Corporation Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably Issuer waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the venue of 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 any inconvenient forum. The Corporation Issuer agrees that any final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Issuer and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Issuer is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Issuer in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation 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 Securities remain outstandingOutstanding, the Corporation Issuer will at all times 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 or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Issuer shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Issuer in any such legal action or proceeding. The Issuer hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System (formerly The Corporation Trust Company) as its agent for such purpose with respect to such seriespurpose, 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 provided0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation Issuer may designate in a by written notice to the U.S. Trustee). The Corporation 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Issuer set forth in Section 11.4 or to any other address of which the Corporation Issuer shall have given written notice to the U.S. Trustee. The Corporation Issuer irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, 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 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 CorporationIssuer. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder Securityholder to serve process in any manner permitted by law or limit the right of the Trustees Trustee or any Securityholder to bring proceedings against the Corporation Issuer in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Company is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the principal office of CT Corporation submits to the non-exclusive jurisdiction System in The City of any New York State or federal court sitting in New York City over any suitwhich, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waiveson the date hereof, to is located at 111 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 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 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in thereof (the Borough of Manhattan, New York City "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 -42- 48 York, in either case in The Borough of Manhattan, The City of New York, by the Holder of any Security, and to the Indenture fullest extent permitted by applicable law, the Company hereby waives any objection which it may now or hereafter have to the laying of venue of any Securitysuch proceeding and expressly and irrevocably accepts and submits, for the benefit of 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 purpose, and such successor's acceptance of such appointment, shall have occurred. The Company agrees to take any and all actions, 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 with respect to any such agent and written notice of such service mailed or delivered to the Corporation shallaction shall be deemed, to the extent permitted by law, be deemed in every respect respect, effective service of process upon the Corporation Company. Notwithstanding the foregoing, any action against the Company arising out of or based on any Security may also be instituted by the Holder of such Security in any court in the jurisdiction of organization of the Company, and the Company expressly accepts the jurisdiction of any such court in any such legal action or proceedingaction. The Corporation Company shall appoint require the Authorized Agent to agree in one or more indentures supplemental hereto, on or prior writing to accept the issuance of Securities of any series, an foregoing appointment as 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 may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 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 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionsprocess.

Consent to Jurisdiction and Service of Process. The Corporation Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation Company irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the venue of 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 any inconvenient forum. The Corporation Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Company and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Company is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation 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 Securities remain outstanding, the Corporation Company will at all times 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 or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Company shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Company in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental heretoCompany hereby appoints Inco United States, on or prior to the issuance of Securities of any series, an Inc. as its agent for such purpose with respect to such seriespurpose, 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 providedXxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Treasurer (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation Company may designate in a by written notice to the U.S. Trustee). The Corporation 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Company set forth in the first paragraph of this instrument or to any other address of which the Corporation Company shall have given written notice to the U.S. Trustee. The Corporation Company irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, 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 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 CorporationCompany. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Company in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. (a) The Corporation submits Issuer and the Company each irrevocably submit to the non-exclusive jurisdiction of any Federal court (or, if such court refuses to take jurisdiction, any New York State or federal court sitting Court) located in the Borough of Manhattan in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any SecuritySenior Note. The Corporation Issuer and the Company each irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the venue of 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 Corporation 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 it and may be enforced in the courts of, in the case of Canadathe Issuer, Canada or any other courts to the jurisdiction of which the Corporation Issuer or the Company is subject, by a suit upon such judgment, provided PROVIDED that service of process is effected upon the Corporation Issuer or the Company, as the case may be, in the manner specified in the following paragraph or as otherwise permitted by law; providedPROVIDED, howeverHOWEVER, that the Corporation does 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. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, 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 may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 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 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation 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 any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumproceeding. The Corporation agrees that final judgment 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 any such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided agrees that service of process is effected upon the Corporation in the manner specified in the following paragraph PH (or as otherwise permitted by law; providedany successor) at its office at 00 Xxxxxxxx Xxxxxx, howeverXxx Xxxx, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute Xxx Xxxx 00000 (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, the Corporation will at all times have an authorized agent other address in the Borough of Manhattan, New York City upon whom process City, as the Corporation may be served in any legal action or proceeding arising out of or relating designate by written notice to the Indenture or any Security. Service of process upon such agent Trustee) and written notice of such service mailed to the Corporation marked or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, 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 PH at the office of such agent at the its address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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) set forth herein 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, shall be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 subsection 14.1 shall affect the right of the Trustees or any Holder party hereto to serve process in any manner permitted by law or limit the right of the Trustees any party hereto to bring proceedings against the 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 Corporation Each 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 and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court sitting in the Borough of Manhattan of the City of Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law any 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 and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 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 Corporation agrees that final judgment 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 it unconditionally designates and appoints [ ] (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court 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 may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 113 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against the Corporation 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 Corporation Company irrevocably submits to the non-exclusive nonexclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation Company irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the venue of 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 any inconvenient forum. The Corporation Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Company and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Company is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation 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 Securities remain outstanding, the Corporation Company will at all times 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 or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Company shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Company in any such legal action or proceeding. The Company hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System as its agent for such purpose with respect to such seriespurpose, 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 provided111 8th Avenue, New York, New York 10011 (or at such other address or to such other agent in the Borough of Manhattanxxx Xxxxxxx xx Xxxxxxxxx, New York City Xxx Xxxx xx Xxw York, as the Corporation Company may designate in a by written notice to the U.S. Trustee). The Corporation 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Company set forth in the first paragraph of this instrument or to any other address of which the Corporation Company shall have given written notice to the U.S. Trustee. The Corporation Company irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, 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 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 CorporationCompany. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Company in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation Company 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 any objection which 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 and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 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 Corporation agrees that final judgment 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 it unconditionally designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any successor entity) as the Company's authorized agent to receive and forward on its behalf service of any and all process which may be enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court 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 CT Corporation may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 14 shall affect the right of the Trustees U.S. Underwriters, their affiliates or any Holder indemnified party to serve process in any manner permitted by law or limit the right of the Trustees U.S. Underwriters, their affiliates or any indemnified party to bring proceedings against the Corporation 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 Corporation Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation Company irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the venue of 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 any inconvenient forum. The Corporation Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Company and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Company is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation 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 Securities remain outstanding, the Corporation will Company shall at all times have an authorized agent in the Borough of Manhattan, The City of New York City York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Company shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Company in any such legal action or proceeding. The Company hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System as its agent for such purpose with respect to such seriespurpose, 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 provided000- 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Treasurer (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation Company may designate in a by written notice to the U.S. Trustee). The Corporation 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Company set forth in the first paragraph of this instrument or to any other address of which the Corporation Company shall have given written notice to the U.S. Trustee. The Corporation Company irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, 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 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 CorporationCompany. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation 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 Corporation Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation Company irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the venue of 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 any inconvenient forum. The Corporation Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Company and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Company is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation 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 Securities remain outstanding, the Corporation Company will at all times 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 or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Company shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Company in any such legal action or proceeding. The Company hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System as its agent for such purpose with respect to such seriespurpose, 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 provided111 Eighth Avenue, New York, New York 10011 (or at such other address or to such other agent in the Borough addrxxx xx xxx Xxxxxxx xx Xxxxxxxxx, Xxx Xxxx of ManhattanNew York, New York City as the Corporation Company may designate in a by written notice to the U.S. Trustee). The Corporation 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Company set forth in the first paragraph of this instrument or to any other address of which the Corporation Company shall have given written notice to the U.S. Trustee. The Corporation Company irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, 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 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 CorporationCompany. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Company in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation submits to the non-exclusive jurisdiction of any New York State or federal court sitting in New York City over any suit, (a) Any legal action or proceeding arising out of or relating against Guarantor with respect to this Indenture Guaranty or any Security. The Corporation irrevocably waives, to other Loan Instrument may be brought in the fullest extent permitted by law, any objection that it may have to the laying courts of the venue 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 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Guarantor, and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that 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 process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; providedany and all legal process, howeversummons, that the Corporation does not waive, notices 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, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process documents which may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation If for any reason such designee, appointee and agent shall appoint cease to be available to act as such, Guarantor agrees to designate a new designee, appointee and agent in one or more indentures supplemental hereto, New York City on or prior the terms and for the purposes of this provision satisfactory to Agent. Guarantor further irrevocably consents to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and agrees that service of process out of any of the aforementioned courts 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 may designate in a written notice to the U.S. 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 copies thereof by registered or certified mail, postage prepaid, return receipt requestedto Guarantor, to the Corporation’s principal office at 000 Xxxxx Xxxxits address set forth in Section 19 hereof, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 to become effective service of process upon the Corporation in any __ days after 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 Corporationmailing. Nothing in this Section 1.13 herein shall affect the right of the Trustees or any Holder Lender to serve process in any other manner permitted by law or limit the right of the Trustees to bring commence legal proceedings or otherwise proceed against the Corporation Guarantor in the courts of any jurisdiction or jurisdictionsother jurisdiction.

Consent to Jurisdiction and Service of Process. The Corporation Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation Company irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the venue of 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 any inconvenient forum. The Corporation Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Company and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Company is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation 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 Securities remain outstanding, the Corporation Company will at all times 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 or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Company shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Company in any such legal action or proceeding. The Company hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System as its agent for such purpose with respect to such seriespurpose, 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 provided111 Eighth Avenue, New York, New York 10011 (or at such other address or to such other agent in the Borough axxxxxx xx xxx Xxxxxxx xx Xxxxxxxxx, Xxx Xxxx of ManhattanNew York, New York City as the Corporation Company may designate in a by written notice to the U.S. Trustee). The Corporation 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Company set forth in the first paragraph of this instrument or to any other address of which the Corporation Company shall have given written notice to the U.S. Trustee. The Corporation Company irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, 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 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 CorporationCompany. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Company in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City 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 that which it may have to the laying of the venue of 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 any inconvenient forum. The Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Corporation and may be enforced in the courts of Canada, Canada (or any other courts to of the jurisdiction of to which the Corporation is subject, ) by a suit upon such judgment, provided that service of process is effected upon the 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 Debt Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of ManhattanUnited States, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Debt Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental heretohereby appoints Xxxxx & Co., on or prior to the issuance of Securities of any seriesSeattle, an Washington, as its agent for such purpose with respect to such seriespurpose, 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 providedXxxxx & Co., Two Union Square, 000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx, 00000-0000, Attention: Mr. Xxxxxxxxxxx Xxxxx (or at such other address or to such other agent in the Borough of Manhattanaddress, New York City as the Corporation may designate in a by written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, 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 to of the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, 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 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 1.13 1.6 shall affect the right of the Trustees Trustee or any Holder Debt Security holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation submits to the non-exclusive jurisdiction of any New York State or federal court sitting in New York City over any Any legal suit, action or proceeding arising out of or relating based upon the Indenture, the Securities and the Security Guarantees or the transactions contemplated by the Indenture (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York, County and State of New York, or the courts of the State of New York located in the Borough of Manhattan in the City of New York, County and State of New York (collectively, the “Specified Courts”), and each party irrevocably submits to this Indenture the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any SecuritySpecified Court in a Related Proceeding, as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The Corporation Company and the Guarantors irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection that it may have to the laying of the venue of any such suit, action Specified Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or proceeding claim in any Specified Court that any Related Proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court Specified Court has been brought in an inconvenient forum. The Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive Company and binding upon it and may be enforced each Guarantor not located in the courts of Canada, or any other courts United States irrevocably appoints CT Corporation System as its agent to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that receive service of process is effected upon the Corporation in the manner specified in the following paragraph 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 other legal summons for purposes 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, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process Related Proceeding that may be served instituted in any legal action or proceeding arising out of or relating to the Indenture or any SecuritySpecified Court. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceedingTHE COMPANY SHALL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE BASE INDENTURE OR ANY RELEVANT SUPPLEMENTAL INDENTURE. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, 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 may designate in a written notice to the U.S. 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 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 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionsREQUESTS MAY BE MADE TO THE REGISTERED OFFICE OF THE COMPANY.

Consent to Jurisdiction and Service of Process. The Corporation Company 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 any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation 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 such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumproceeding. The Corporation 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 it and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court and agrees that service of process in any such legal action or proceeding may be made upon it the Company's General Counsel at his office at the office of such agent at the address providedCompany, or at such other address or to such other agent in the Borough of Manhattan0000 Xxxxxxxxx Xxx, New York City as the Corporation may designate in a Xxxxx, Xxxxxxx 00000 and written notice of said service to the U.S. Trustee. The Corporation hereby consents to process being served in any suitCompany, action mailed 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, delivered to the Corporation’s principal office at 000 Xxxxx XxxxCompany's General Counsel, Oakville0000 Xxxxxxxxx Xxx, Ontario L6J 2X1Xxxxx, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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) Xxxxxxx 00000 shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 16 shall affect the right of the Trustees Underwriters, their affiliates or any Holder indemnified party to serve process in any manner permitted by law or limit the right of the Trustees Underwriters, their affiliates or any indemnified party to bring proceedings against the Corporation 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 Corporation Sub-Adviser irrevocably submits to the non-exclusive jurisdiction of any New York State or federal United States Federal court sitting in the Borough of Manhattan, The City of New York City over any suit, action action, or proceeding arising out of or relating to this Indenture or any SecurityAgreement. The Corporation Sub-Adviser irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action action, or proceeding brought in such a court has been brought in an inconvenient forum. The Corporation Sub-Adviser agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Sub-Adviser, and may be enforced to the extent permitted by applicable law in the courts any court of Canada, or any other courts to the jurisdiction of which the Corporation Sub-Adviser is subject, subject by a suit upon such judgment, provided that service of process is effected upon the Corporation Sub-Adviser in the manner specified in the following paragraph 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 Securities remain outstandingthis Agreement remains in effect, the Corporation Sub-Adviser will at all times 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 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 the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceedingthis Agreement. The Corporation shall appoint in one or more indentures supplemental heretoSub-Adviser hereby appoints Xxxxxxx Xxxx & Xxxxxxxxx LLP (c/o Xxxxxx Xxxxxxxxxxx, on or prior to the issuance of Securities of any series, an Esq.) as its agent for such purpose with respect to such seriespurpose, 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 provided000 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation said agent may designate in a by written notice to the U.S. TrusteeCompany and the Adviser). The Corporation Sub-Adviser hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs paragraph 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Sub-Adviser set forth in the heading to this Agreement or to any other address of which the Corporation Sub-Adviser shall have given written notice to the U.S. TrusteeCompany and the Adviser. The Corporation Sub-Adviser irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, 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 Sub-Adviser 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 CorporationSub-Adviser. Nothing in this Section 1.13 section shall affect the right of the Trustees Company or any Holder the Adviser to serve process in any manner permitted by law or limit the right of the Trustees Company or the Adviser to bring proceedings against the Corporation Sub-Adviser in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation Sub-Adviser irrevocably submits to the non-exclusive jurisdiction of any New York State or federal United States Federal court sitting in the Borough of Manhattan, The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any SecurityAgreement. The Corporation Sub-Adviser irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the venue of 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 Corporation Sub-Adviser agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Sub-Adviser, and may be enforced to the extent permitted by applicable law in the courts any court of Canada, or any other courts to the jurisdiction of which the Corporation Sub-Adviser is subject, subject by a suit upon such judgment, provided that service of process is effected upon the Corporation Sub-Adviser in the manner specified in the following paragraph 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 Securities remain outstandingthis Agreement remains in effect, the Corporation Sub-Adviser will at all times 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 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 the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceedingthis Agreement. The Sub-Adviser hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System as its agent for such purpose with respect to such seriespurpose, 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 provided1000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation said agent may designate in a by written notice to the U.S. TrusteeCompany and CSAM. The Corporation Sub-Adviser hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs paragraph 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Sub-Adviser set forth in the heading to this Agreement or to any other address of which the Corporation Sub-Adviser shall have given written notice to the U.S. TrusteeCompany and CSAM. The Corporation Sub-Adviser irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, 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 Sub-Adviser 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 CorporationSub-Adviser. Nothing in this Section 1.13 shall affect the right of the Trustees Company or any Holder CSAM to serve process in any manner permitted by law or limit the right of the Trustees Company or CSAM to bring proceedings against the Corporation 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: 780451.3

Consent to Jurisdiction and Service of Process. The Corporation submits to the non-exclusive jurisdiction of any New York State or federal court sitting in New York City over any suit, (a) Any legal action or proceeding arising out of or relating against Guarantor with respect to this Indenture Guaranty or any Security. The Corporation irrevocably waives, to other Loan Instrument may be brought in the fullest extent permitted by law, any objection that it may have to the laying courts of the venue 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 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Borrowers, and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that 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 is effected upon out of any of the Corporation aforementioned courts in the manner specified in the following paragraph 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 Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, 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 may designate in a written notice to the U.S. 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 copies thereof by registered or certified mail, postage prepaid, return receipt requestedto Guarantor, to the Corporation’s principal office at 000 Xxxxx Xxxxits address set forth in Section 18 hereof, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation 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 to become effective service of process upon the Corporation in any 30 days after 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 Corporationmailing. Nothing in this Section 1.13 herein shall affect the right of the Trustees or any Holder Lender to serve process in any other manner permitted by law or limit the right of the Trustees to bring commence legal proceedings or otherwise proceed against the Corporation Guarantor in the courts of any jurisdiction or jurisdictionsother jurisdiction.