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

Consent to Jurisdiction and Service of Process. To the fullest extent permitted by applicable law, each of the Issuer and the Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any U.S. federal or New York state court located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Consent to Jurisdiction and Service of Process. To the fullest extent permitted by applicable law, each Each of the Issuer Foreign Guarantors is not organized under the laws the United States (including the States thereof and the Guarantors irrevocably submits to District of Columbia) and therefore hereby appoints the non-exclusive jurisdiction of and venue Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any U.S. federal or New York state court located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under based on this Indenture or the Securities which may be instituted in connection with this Indenturethe 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 NotesBorough of Manhattan, The City of New York, by the Guarantees and Trustee or the Holder of any related documentsSecurity, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably the Company and fully each of the Foreign Guarantors hereby waives the defense of an inconvenient forum any objection which it may now or hereafter have to the maintenance laying of venue of any such legal action, suit or proceeding and hereby expressly and irrevocably designates accepts and appoints submits, for the CT Corporation Systembenefit of the Trustee or the Holders from time to time of the Securities, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (to the “Authorized Agent”), as its authorized agent upon whom process may be served in nonexclusive jurisdiction of any such legal court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. The Issuer Such appointment shall be irrevocable unless and until the Guarantors hereby irrevocably authorize appointment of a successor authorized agent for such purpose, and direct their Authorized Agent such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to accept take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such serviceappointment in full force and effect as aforesaid. The Issuer and the Guarantors further agree that service Service of process upon their the Authorized Agent and written notice of with respect to any such service to the Issuer and the Guarantors, as the case may be, as set forth above, action shall be deemed deemed, in every respect respect, effective service of process upon each Foreign Guarantor. Notwithstanding the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by lawforegoing, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it a Foreign Guarantor arising out of or based on this Indenture, the Notes any Security or the transactions contemplated herebyGuarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The provisions Company hereby accepts the foregoing appointments as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To the fullest extent permitted by applicable law, each of the Issuer and the Guarantors irrevocably submits Any Action involving any party to the non-exclusive jurisdiction of and venue in any U.S. federal or New York state court located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or this Agreement arising out of or under in any way relating to this Agreement, including all disputes (whether in contract or in connection with this Indenturetort, the Notesin law or in equity, the Guarantees and any related documents, and irrevocably agrees or granted by statute) that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantorsbased upon, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising arise out of or based on relate to this IndentureAgreement or the negotiation, the Notes execution or performance of this Agreement or the transactions contemplated hereby, shall be brought exclusively in the Court of Chancery of the State of Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter) or, if the Superior Court of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”) and each of the parties hereby submits to the exclusive jurisdiction of the Chosen Courts for the purpose of any such Action. Each party irrevocably and unconditionally agrees not to assert (a) any objection which it may ever have to the laying of venue of any such Action in any Chosen Court, (b) any claim that any such Action brought in any Chosen Court has been brought in an inconvenient forum and (c) any claim that any Chosen Court does not have personal jurisdiction over any party with respect to such Action. To the extent that service of process by mail is permitted by applicable Law, each party irrevocably consents to the service of process in any such Action in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address set forth on the signature pages hereto. The provisions parties agree that any judgment entered by any Chosen Court may be enforced in any court of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matterscompetent jurisdiction.

Consent to Jurisdiction and Service of Process. To the fullest extent permitted by applicable law, each of the Issuer and the Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any U.S. federal or New York state court located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 13.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Consent to Jurisdiction and Service of Process. To Each Subsidiary Guarantor that is not organized under the fullest extent permitted by applicable law, each laws of the Issuer and United States (or any state thereof or the Guarantors irrevocably submits to District of Columbia) (each a "Non-U.S. Guarantor") hereby appoints the non-exclusive jurisdiction principal office of and venue CT Corporation System in The City of New York which, on the date hereof, is located at 1633 Broadway, New York, New York 10019, as the authorized agent therexx (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xrocess may be served in any U.S. federal or New York state court located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes Indenture or the transactions contemplated herebySecurities 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 each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such 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. Each Non-U.S. 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 action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Guarantor 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 such Non-U.S. Guarantor and such Non-U.S. Guarantor expressly accepts the jurisdiction of any such court in any such action. The provisions Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To the fullest extent permitted by applicable law, each Each of the Issuer Guarantor and the Guarantors irrevocably submits 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 non-exclusive jurisdiction of and venue transactions contemplated hereby or thereby may be instituted in any U.S. state or federal or New York state court located in the Borough of Manhattan in the City of Xxx Xxxx xx Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, waives to the fullest extent permitted by applicable lawlaw any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such legal 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 such court in any such suit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The (i) Company hereby irrevocably and unconditionally designates and appoints the CT Corporation SystemMallinckrodt Enterprises LLC, 000 Xxxxxx XxxxxxXxXxxxxxx Xxxx., 00xx XxxxxHazelwood, Xxx XxxxMO 63042, Xxx Xxxx, 00000, XXX U.S.A. (the “Authorized Agent”), and any successor entity) as its authorized agent upon whom to receive and forward on its behalf service of any and all process which may be served in any such legal actionsuit, suit action or proceeding. The Issuer proceeding in any such court and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree agrees that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, Mallinckrodt Enterprises LLC shall be deemed in every respect effective service of process upon the Issuer Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company, as the case may be and (ii) CIFSA hereby irrevocably and unconditionally designates and appoints Covidien Holdings Inc., 00 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, X.X.X. (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon Covidien Holdings Inc. shall be deemed in every respect effective service of process upon CIFSA in any such suit, action or proceeding and shall be taken and held to be valid personal service upon CIFSA, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 13.13 shall affect the right of the Holders to serve process in any manner permitted by law or limit the right of the Holders to bring proceedings against a Guarantor or the GuarantorsCompany in the courts of any jurisdiction or jurisdictions. Each of CIFSA and the Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment set forth in the immediately preceding sentence in full force and effect so long as the Securities are outstanding. Each of CIFSA and the Company hereby irrevocably and unconditionally authorizes and directs their respective authorized agents to accept such service on their behalf. If for any reason any authorized agent ceases to be available to act as such, CIFSA and/or the Company, as the case may be, agrees to designate a new agent in New York City. To the extent that a Guarantor or the Company has or hereafter may acquire any such suit or proceeding. Nothing herein shall affect the right immunity from jurisdiction of any person court (including any court in the United States, the State of New York, Luxembourg, Ireland or other jurisdiction in which a Guarantor or the Company, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to serve process 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 manner permitted by law. The Issuer documents or actions to enforce judgments in respect of any thereof, then each of the Guarantor and the Guarantors agree that a final action Company hereby irrevocably waives such immunity, and any defense based on such immunity, in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on respect of its obligations under the judgment or in any other lawful manner. The Issuer above-referenced documents and the Guarantors hereby irrevocably waivetransactions contemplated thereby, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Consent to Jurisdiction and Service of Process. To Each Subsidiary Guarantor that is not organized under the fullest extent permitted by applicable law, each laws of the Issuer and United States or any state thereof (each a "Non-U.S. Subsidiary Guarantor") hereby appoints the Guarantors irrevocably submits to the non-exclusive jurisdiction principal office of and venue CT Corporation System in any U.S. federal or The City of New York state court which, on the date hereof, is located in the Borough of Manhattan in the City of Xxx Xxxxat 1633 Broadway, Xxxxxx xxx Xxxxx xx Xxx XxxxNew York, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the “Authorized Agent”)New York 10019, as its the authorized agent upon whom therxxx (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, Indenture or the Notes which may be instituted in the Supreme Court of the State of New York or the transactions contemplated herebyUnited 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 Note, and each Non-U.S. Subsidiary Guarantor hereby waives any objection which it may now have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Holders from time to time of the Notes, 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. Each Non-U.S. Subsidiary 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 action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Subsidiary Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Subsidiary Guarantor arising out of or based on any Note may also be instituted by the Holder of such Note in any court in the jurisdiction of organization of such Non-U.S. Subsidiary Guarantor, and such Non-U.S. Subsidiary Guarantor expressly accepts the jurisdiction of any such court in any such action. The provisions Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To the fullest extent permitted by applicable law, each Each of the Issuer Company and the Guarantors irrevocably submits Guarantor agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security or any other document or the non-exclusive jurisdiction of and venue transactions contemplated hereby or thereby may be instituted in any U.S. state or federal or New York state court located in the Borough of Manhattan in the City of Xxx Xxxx xx Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, waives to the fullest extent permitted by applicable lawlaw any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such legal action, suit or proceeding brought in such court has been brought in an inconvenient forum and hereby irrevocably designates and appoints submits to the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the “Authorized Agent”), as its authorized agent upon whom process may be served non-exclusive jurisdiction of any such court in any such suit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. To the extent that the Company or the 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 or other jurisdiction in which the Company, the Guarantor or any successor thereof may be organized or any political subdivisions thereof) or from any legal actionprocess (whether through service of notice, suit attachment prior to judgment, attachment in aid of execution, execution or proceeding. The Issuer otherwise) with respect to itself or its property or assets, this Indenture, the Securities or any other documents or actions to enforce judgments in respect of any thereof, then each of the Company and the Guarantors Guarantor hereby irrevocably authorize waives such immunity, and direct their Authorized Agent to accept any defense based on such service. The Issuer immunity, in respect of its obligations under the above-referenced documents and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waivetransactions contemplated thereby, to the extent permitted by law. The Company hereby appoints Capitol Services, Inc., 0000 X. Xxxxx Xx., Xxxxx X, Xxxxx, Xxxxxxxx 00000, as its agent to receive service of process or other legal summons for purposes of any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out that may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersAmerica.

Consent to Jurisdiction and Service of Process. To If at any time either the Partnership or any Guarantor is not organized under the laws the United States (including the States thereof and the District of Columbia), as soon as practicable it shall appoint CT Corporation or any other agent acceptable to the Trustee (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture, the Debt Securities or any Guarantee that may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Debt Security, and to the fullest extent permitted by applicable law, each of the Issuer Partnership and such Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee and the Guarantors irrevocably submits Holders from time to time of the Debt Securities, to the non-exclusive nonexclusive jurisdiction of and venue in any U.S. federal or New York state such court located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such legal action, suit or proceeding, for itself and with respect to its properties, revenues and assets. The Issuer Once made, such appointment shall be irrevocable unless and until the Guarantors hereby irrevocably authorize and direct their Partnership or such Guarantor has appointed a successor Authorized Agent for such purpose, and such successor’s acceptance of such appointment shall have occurred. Each of the Partnership and such Xxxxxxxxx agrees to accept take any and all actions, including the filing of any and all documents and instruments, that may be necessary so that once made such serviceappointment shall continue in full force and effect as aforesaid. The Issuer and Service of process upon the Guarantors further agree that Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon their Authorized Agent and written notice of the Partnership or such service to the Issuer and the GuarantorsGuarantor, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Consent to Jurisdiction and Service of Process. To The Company and each Guarantor (including Parent and Tyco SCA) agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the fullest extent permitted by applicable law, each of the Issuer and the Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue transactions contemplated hereby or thereby may be instituted in any U.S. state or federal or New York state court located in the Borough of Manhattan in the City of Xxx Xxxx xx Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, waives to the fullest extent permitted by applicable lawlaw any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such legal 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 such court in any such suit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company and each Guarantor (including Parent and Tyco SCA) hereby irrevocably and unconditionally designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX [ ] (the “Authorized Agent”), and any successor entity) as its authorized agent upon whom to receive and forward on its behalf service of any and all process which may be served in any such legal actionsuit, suit action or proceeding. The Issuer proceeding in any such court and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree agrees that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, [ ] shall be deemed in every respect effective service of process upon the Issuer Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the GuarantorsCompany or each Guarantor, as the case may be, in any such suit or proceeding. Said designation and appointment shall be irrevocable. Nothing herein in this Section 13.13 shall affect the right of any person the Holders to serve process in any other manner permitted by lawlaw or limit the right of the Holders to bring proceedings against the Company or any Guarantor in the courts of any jurisdiction or jurisdictions. The Issuer 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 Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waivetransactions contemplated thereby, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Consent to Jurisdiction and Service of Process. To Each Guarantor that is not organized under the fullest extent permitted by applicable law, each laws of the Issuer United States (including the States and the Guarantors irrevocably submits to District of Columbia) (each a "Non-U.S. Guarantor") hereby appoints the non-exclusive jurisdiction principal office of and venue CT Corporation System in any U.S. federal or The City of New York state court which, on the date hereof, is located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxxat 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, XXX as the authorized agent thereof (the “"Authorized Agent”), as its authorized agent ") upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes Indenture or the transactions contemplated herebySecurities 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 each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such 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. Each Non-U.S. 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 action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Guarantor 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 such Non-U.S. Guarantor, and such Non-U.S. Guarantor expressly accepts the jurisdiction of any such court in any such action. The provisions Partnership shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To Each undersigned Guarantor that is not organized under the fullest extent permitted by applicable law, each laws of the Issuer United States (including the States and the Guarantors irrevocably submits to District of Columbia) (each a "Non-U.S. Guarantor") hereby appoints the non-exclusive jurisdiction principal office of and venue CT Corporation System in any U.S. federal or The City of New York state court which, on the date hereof, is located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxxat 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, XXX xx the authorized agent thereof (the “"Authorized Agent”), as its authorized agent ") upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on the Indenture or this Indenture, the Notes Guaranty or the transactions contemplated herebySecurities 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 each Non-United States Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of 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. Each Non-U.S. 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 action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Guarantor 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 such Non-U.S. Guarantor, and such Non-U.S. Guarantor expressly accepts the jurisdiction of any such court in any such action. The provisions Partnership shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To Each Guarantor that is not organized under the fullest extent permitted by applicable law, each laws of the Issuer United States (including the States and the Guarantors irrevocably submits to District of Columbia) (each a "Non-U.S. Guarantor") hereby appoints the non-exclusive jurisdiction principal office of and venue CT Corporation System in any U.S. federal or The City of New York state court which, on the date hereof, is located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxxat 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, XXX as the authorized agent thereof (the “"Authorized Agent”), as its authorized agent ") upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes Indenture or the transactions contemplated herebySecurities 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 Xxxxxxx xx Xxxxxxxxx, The City of New York, by the Holder of any Security, and each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such 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. Each Non-U.S. 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 action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Guarantor 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 such Non-U.S. Guarantor, and such Non-U.S. Guarantor expressly accepts the jurisdiction of any such court in any such action. The provisions Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To If at any time either the Partnership or any Guarantor is not organized under the laws the United States (including the States thereof and the District of Columbia), as soon as practicable it shall appoint CT Corporation or any other agent acceptable to the Trustee (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture, the Debt Securities or any Guarantee that may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Debt Security, and to the fullest extent permitted by applicable law, each of the Issuer Partnership and such Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee and the Guarantors irrevocably submits Holders from time to time of the Debt Securities, to the non-exclusive nonexclusive jurisdiction of and venue in any U.S. federal or New York state such court located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such legal action, suit or proceeding, for itself and with respect to its properties, revenues and assets. The Issuer Once made, such appointment shall be irrevocable unless and until the Guarantors hereby irrevocably authorize and direct their Partnership or such Guarantor has appointed a successor Authorized Agent for such purpose, and such successor’s acceptance of such appointment shall have occurred. Each of the Partnership and such Guarantor agrees to accept take any and all actions, including the filing of any and all documents and instruments, that may be necessary so that once made such serviceappointment shall continue in full force and effect as aforesaid. The Issuer and Service of process upon the Guarantors further agree that Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon their Authorized Agent and written notice of the Partnership or such service to the Issuer and the GuarantorsGuarantor, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Consent to Jurisdiction and Service of Process. To Each Guarantor that is not organized under the fullest extent permitted by applicable law, each laws of the Issuer United States (including the States and the Guarantors irrevocably submits to District of Columbia) (each a "Non-U.S. Guarantor") hereby appoints the non-exclusive jurisdiction principal office of and venue CT Corporation System in any U.S. federal or The City of New York state court which, on the date hereof, is located in at ______________________ _________________, as the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX authorized agent thereof (the “"Authorized Agent”), as its authorized agent ") upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on the Indenture or this Indenture, the Notes Guaranty or the transactions contemplated herebySecurities 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 each Non-United States Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of 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. Each Non-U.S. 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 action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Guarantor 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 such Non-U.S. Guarantor, and such Non-U.S. Guarantor expressly accepts the jurisdiction of any such court in any such action. The provisions Operating Partnership shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To Each Guarantor that is not organized under the fullest extent permitted by applicable law, each laws of the Issuer United States (including the States and the Guarantors irrevocably submits to District of Columbia) (each a “Non-U.S. Guarantor”) hereby appoints the non-exclusive jurisdiction principal office of and venue CT Corporation System in any U.S. federal or The City of New York state court which, on the date hereof, is located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, XXX as the authorized agent thereof (the “Authorized Agent”), as its authorized agent ) upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes Indenture or the transactions contemplated herebySecurities 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 each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such 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. Each Non-U.S. 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 action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Guarantor 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 such Non-U.S. Guarantor, and such Non-U.S. Guarantor expressly accepts the jurisdiction of any such court in any such action. The provisions Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To Each Guarantor that is not organized under the fullest extent permitted by applicable law, each laws of the Issuer United States (including the States and the Guarantors irrevocably submits to District of Columbia) (each a "Non-U.S. Guarantor") hereby appoints the non-exclusive jurisdiction principal office of and venue CT Corporation System in any U.S. federal or The City of New York state court which, on the date hereof, is located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxxat 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, XXX xx the authorized agent thereof (the “"Authorized Agent”), as its authorized agent ") upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes Indenture or the transactions contemplated herebySecurities 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 each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such 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. Each Non-U.S. 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 action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Guarantor 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 such Non-U.S. Guarantor, and such Non-U.S. Guarantor expressly accepts the jurisdiction of any such court in any such action. The provisions Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To Each undersigned Guarantor that is not organized under the fullest extent permitted by applicable law, each laws of the Issuer United States (including the States and the Guarantors irrevocably submits to District of Columbia) (each a "Non-U.S. Guarantor") hereby appoints the non-exclusive jurisdiction principal office of and venue CT Corporation System in any U.S. federal or The City of New York state court which, on the date hereof, is located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxxat 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, XXX as the authorized agent thereof (the “"Authorized Agent”), as its authorized agent ") upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on the Indenture or this Indenture, the Notes Guaranty or the transactions contemplated herebySecurities 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 each Non-United States Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of 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. Each Non-U.S. 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 action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Guarantor 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 such Non-U.S. Guarantor, and such Non-U.S. Guarantor expressly accepts the jurisdiction of any such court in any such action. The provisions Partnership shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To Each Subsidiary Guarantor that is not organized under the fullest extent permitted by applicable law, each laws of the Issuer and United States or any state thereof (each a "Non-U.S. Subsidiary Guarantor") hereby appoints the Guarantors irrevocably submits to the non-exclusive jurisdiction principal office of and venue CT Corporation System in any U.S. federal or The City of New York state court which, on the date hereof, is located in the Borough of Manhattan in the City of Xxx Xxxxat 1633 Broadway, Xxxxxx xxx Xxxxx xx Xxx XxxxNew York, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the “Authorized Agent”)New York 10019, as its the authorized agent upon axxxx xxxxxxx (xxx "Xxxxxxxxxx Xxxxx") xpon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, Indenture or the Notes which may be instituted in the Supreme Court of the State of New York or the transactions contemplated herebyUnited 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 Note, and each Non-U.S. Subsidiary Guarantor hereby waives any objection which it may now have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Holders from time to time of the Notes, 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. Each Non-U.S. Subsidiary 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 action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Subsidiary Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Subsidiary Guarantor arising out of or based on any Note may also be instituted by the Holder of such Note in any court in the jurisdiction of organization of such Non-U.S. Subsidiary Guarantor, and such Non-U.S. Subsidiary Guarantor expressly accepts the jurisdiction of any such court in any such action. The provisions Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To the fullest extent permitted by applicable law, The Company and each of the Issuer and Guarantors hereby appoints the Guarantors irrevocably submits to the non-exclusive jurisdiction principal office of and venue Corporation Service Company in any U.S. federal or The City of New York state court which, on the date hereof, is located in at 1180 Avenue of the Borough of Manhattan in the City of Americas Xxxxx 000, Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx XxxxXxxx 00000, Xxxxxx Xxxxxx of America, as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any legal action, suit or proceeding based on or arising out of or under based on this Indenture or the Securities which may be instituted in connection with this Indenturethe 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 Notes, the Guarantees and Holder of any related documentsSecurity, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully the Company hereby waives the defense of an inconvenient forum any objection which it may now or hereafter have to the maintenance laying of venue of any such legal action, suit or proceeding and hereby expressly and irrevocably designates accepts and appoints submits, for the CT Corporation Systembenefit of the Holders from time to time of the Securities, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (to the “Authorized Agent”), as its authorized agent upon whom process may be served in nonexclusive jurisdiction of any such legal 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 Issuer Company agrees to take any and all actions, including the Guarantors hereby irrevocably authorize filing of any and direct their Authorized Agent all documents and instruments, that may be necessary to accept continue such serviceappointment in full force and effect as aforesaid. The Issuer and the Guarantors further agree that service Service of process upon their the Authorized Agent and written notice of with respect to any such service to the Issuer and the Guarantors, as the case may be, as set forth above, action shall be deemed deemed, in every respect respect, effective service of process upon the Issuer or Company. Notwithstanding the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by lawforegoing, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it the Company arising out of or based on this Indentureany Security may also be instituted by the Holder of such Security in any court in the jurisdiction of organization of the Company, and the Notes or Company expressly accepts the transactions contemplated herebyjurisdiction of any such court in any such action. The provisions Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To Each Subsidiary Guarantor that is not organized under the fullest extent permitted by applicable law, each laws of the Issuer and United States or any state thereof (each a "Non-U.S. Subsidiary Guarantor") hereby appoints the Guarantors irrevocably submits to the non-exclusive jurisdiction principal office of and venue CT Corporation System in any U.S. federal or The City of New York state court which, on the date hereof, is located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxxat 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, XXX xx the authorized agent thereof (the “"Authorized Agent”), as its authorized agent ") upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes Indenture or the transactions contemplated herebySecurities 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 each Non-U.S. Subsidiary Guarantor hereby waives any objection which it may now have to the laying of venue of any such 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. Each Non-U.S. Subsidiary 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 action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Subsidiary Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Subsidiary Guarantor 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 such Non-U.S. Subsidiary Guarantor, and such Non-U.S. Subsidiary Guarantor expressly accepts the jurisdiction of any such court in any such action. The provisions Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To Each Guarantor that is not organized under the fullest extent permitted by applicable law, each laws of the Issuer United States (including the States and the Guarantors irrevocably submits to District of Columbia) (each a "Non-U.S. Guarantor") hereby appoints the non-exclusive jurisdiction principal office of and venue CT Corporation System in any U.S. federal or The City of New York state court which, on the date hereof, is located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxxat 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, XXX as the authorized agent thereof (the “"Authorized Agent”), as its authorized agent ") upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes Indenture or the transactions contemplated herebySecurities 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 each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such 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. Each Non-U.S. 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 action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Guarantor 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 such Non-U.S. Guarantor, and such Non-U.S. Guarantor expressly accepts the jurisdiction of any such court in any such action. The provisions Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To Each Guarantor that is not organized under the fullest extent permitted by applicable law, each laws of the Issuer United States (including the States and the Guarantors irrevocably submits to the nonDistrict of Columbia) (each a "Non-exclusive jurisdiction of and venue in any U.S. federal or New York state court located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and Guarantor") hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX System as the authorized agent thereof (the “"Authorized Agent”), as its authorized agent ") upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes Indenture or the transactions contemplated herebySecurities 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 each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such 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. Each Non-U.S. 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 action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Guarantor 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 such Non-U.S. Guarantor, and such Non-U.S. Guarantor expressly accepts the jurisdiction of any such court in any such action. The provisions Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To Each Guarantor that is not organized under the fullest extent permitted by applicable law, each laws of the Issuer United States (including the States and the Guarantors irrevocably submits to District of Columbia) (each a "Non-U.S. Guarantor") hereby appoints the non-exclusive jurisdiction principal office of and venue CT Corporation System in any U.S. federal or The City of New York state court which, on the date hereof, is located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxxat 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, XXX as the authorized agent thereof (the “"Authorized Agent”), as its authorized agent ") upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes Indenture or the transactions contemplated herebySecurities 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 each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such 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. Each Non-U.S. 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 action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Guarantor 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 such Non-U.S. Guarantor, and such Non- U.S. Guarantor expressly accepts the jurisdiction of any such court in any such action. The provisions Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To The Guarantor is not organized under the fullest extent permitted by applicable law, each of laws the Issuer United States (including the States thereof and the Guarantors irrevocably submits to District of Columbia) and therefore it hereby appoints the non-exclusive jurisdiction of and venue Company as the authorized agent thereof (the "Authorized Agent") upon whom process may be served in any U.S. federal or New York state court located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under based on this Indenture or the Securities which may be instituted in connection with this Indenturethe 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 NotesBorough of Manhattan, The City of New York, by the Guarantees and Holder of any related documentsSecurity, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully the Guarantor hereby waives the defense of an inconvenient forum any objection which it may now or hereafter have to the maintenance laying of venue of any such legal action, suit or proceeding and hereby expressly and irrevocably designates accepts and appoints submits, for the CT Corporation Systembenefit of the Holders from time to time of the Securities, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (to the “Authorized Agent”), as its authorized agent upon whom process may be served in nonexclusive jurisdiction of any such legal 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 Issuer Guarantor agrees to take any and all actions, including the Guarantors hereby irrevocably authorize filing of any and direct their Authorized Agent all documents and instruments, that may be necessary to accept continue such serviceappointment in full force and effect as aforesaid. The Issuer and the Guarantors further agree that service Service of process upon their the Authorized Agent and written notice of with respect to any such service to the Issuer and the Guarantors, as the case may be, as set forth above, action shall be deemed deemed, in every respect respect, effective service of process upon the Issuer or Guarantor. Notwithstanding the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by lawforegoing, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it the Guarantor arising out of or based on this Indenture, the Notes any Security or the transactions contemplated herebyGuarantees 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 action. The provisions Company hereby accepts the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To The Company and the Bermuda Guarantor are not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore each of them hereby appoints the U.S. Guarantor as the authorized agent thereof (the "Authorized Agent") upon whom process may be served in any action, suit or proceeding arising out of or 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 fullest extent permitted by applicable law, each of the Issuer Company and the Guarantors irrevocably submits Bermuda Guarantor hereby waives any objection which it may now or hereafter have to the non-exclusive laying of venue of any such 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 and venue in any U.S. federal or New York state such court located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such legal action, suit or proceeding, for itself and with respect to its properties, revenues and assets. The Issuer 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. Each of the Company and the Guarantors hereby irrevocably authorize Bermuda Guarantor agrees to take any and direct their 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 accept any such service. The Issuer and the Guarantors further agree that action shall be deemed, in every respect, effective service of process upon their Authorized Agent and written notice the Company or the Bermuda Guarantor, as the case may be. Notwithstanding the foregoing, any action against the Company or the Bermuda Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Holder of such service to Security in any court in the Issuer and jurisdiction of organization of the GuarantorsCompany or the Bermuda Guarantor, as the case may be, as set forth above, shall be deemed in every respect effective service and each of process upon the Issuer or Company and the Guarantors, as Bermuda Guarantor expressly accepts the case may be, jurisdiction of any such court in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by lawaction. The Issuer and U.S. Guarantor hereby accepts the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out foregoing appointment as agent for service of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To (a) The Company, the fullest extent permitted Notes Guarantor and each Holder of a Security by applicable law, each its acceptance thereof irrevocably consent to the nonexclusive jurisdiction of any court of the Issuer and the Guarantors irrevocably submits to the non-exclusive jurisdiction State of and venue in New York or any U.S. federal or New York state Federal court located sitting, in each case, in the Borough of Manhattan in the City of Xxxxxxxxx, Xxx Xxxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in and any legal actionappellate court from any thereof, suit and waive any immunity from the jurisdiction of such courts over any suit, action or proceeding based on or arising out of or under or that may be brought in connection with this IndentureIndenture or the Securities, to the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such courtextent permitted by law. Each of the Issuer The Company and the GuarantorsNotes Guarantor waive, to the fullest extent permitted by applicable law, irrevocably and fully waives any objection to any suit, action or proceeding that may be brought in connection with this Indenture or the defense Securities in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum forum, except in relation to certain assets related to services rendered and the concessions held by the Company or the Notes Guarantor (bens vinculados aos serviços) that cannot, as a matter of Brazilian law, be subject to liens, pledges, security interests, Charges, claims, encumbrances or disposal. The Company and the Notes Guarantor agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and the Notes Guarantor and may be enforced in any court to the maintenance jurisdiction of which the Company or the Notes Guarantor is subject by a suit upon such legal actionjudgment; provided that service of process is effected upon the Company and the Notes Guarantor in the manner provided in this Indenture or as otherwise permitted by law. Notwithstanding the foregoing, suit any suit, action or proceeding brought in connection with this Indenture or the Securities against the Company or the Notes Guarantor may be instituted in any court of competent jurisdiction in their corporate domicile. (a) The Company and hereby irrevocably designates the Notes Guarantor agree that service of all writs, process and appoints summonses in any suit, action or proceeding brought in connection with this Indenture or the CT Corporation SystemSecurities against the Company or the Notes Guarantor in any court of the State of New York or any U.S. Federal court sitting, 000 Xxxxxx in each case, in the Borough of Manhattan, New York City, may be made upon Cogency Global Inc., located at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, XXX (whom the “Authorized Agent”), as its authorized agent upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture Company and the Notes without any further action Guarantor irrevocably appoint as their authorized agent for service of process. The Company represents and warrants that Cogency Global Inc. has agreed to act as its agent for service of process. The Company and the Notes Guarantor agree that such appointment shall be irrevocable until the irrevocable appointment by the Issuer and the Guarantors, Company or the Trustee and the introduction Notes Guarantor, as applicable, of a true copy of this Indenture into evidence shall be conclusive and final evidence successor in New York City as to such matters.authorized agent 35

Consent to Jurisdiction and Service of Process. To Each Subsidiary Guarantor that is not organized under the fullest extent permitted by applicable law, each laws of the Issuer United States (including the States and the Guarantors irrevocably submits to District of Columbia) (each a "Non-U.S. Subsidiary Guarantor") hereby appoints the non-exclusive jurisdiction principal office of and venue CT Corporation System in any U.S. federal or The City of New York state court which, on the date hereof, is located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxxat 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, XXX xx the authorized agent thereof (the “"Authorized Agent”), as its authorized agent ") upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, Indenture or the Notes which may be instituted in the Supreme Court of the State of New York or the transactions contemplated herebyUnited 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 Note, and each Non-U.S. Subsidiary Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Holders from time to time of the Notes, 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. Each Non-U.S. Subsidiary 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 action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Subsidiary Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Subsidiary Guarantor arising out of or based on any Note may also be instituted by the Holder of such Note in any competent court in the jurisdiction of organization of such Non-U.S. Subsidiary Guarantor, and such Non-U.S. Subsidiary Guarantor expressly accepts the jurisdiction of any such court in any such action. The provisions Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To (a) The Company, the fullest extent permitted Notes Guarantor and each Holder of a Security by applicable law, each its acceptance thereof irrevocably consent to the nonexclusive jurisdiction of any court of the Issuer and the Guarantors irrevocably submits to the non-exclusive jurisdiction State of and venue in New York or any U.S. federal or New York state Federal court located sitting, in each case, in the Borough of Manhattan in the City of Xxxxxxxxx, Xxx Xxxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in and any legal actionappellate court from any thereof, suit and waive any immunity from the jurisdiction of such courts over any suit, action or proceeding based on or arising out of or under or that may be brought in connection with this IndentureIndenture or the Securities, to the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such courtextent permitted by law. Each of the Issuer The Company and the GuarantorsNotes Guarantor waive, to the fullest extent permitted by applicable law, irrevocably and fully waives any objection to any suit, action or proceeding that may be brought in connection with this Indenture or the defense Securities in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum forum, except in relation to certain assets related to services rendered and the concessions held by the Company or the Notes Guarantor (bens vinculados aos serviços) that cannot, as a matter of Brazilian law, be subject to liens, pledges, security interests, Charges, claims, encumbrances or disposal. The Company and the Notes Guarantor agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and the Notes Guarantor and may be enforced in any court to the maintenance jurisdiction of which the Company or the Notes Guarantor is subject by a suit upon such legal actionjudgment; provided that service of process is effected upon the Company and the Notes Guarantor in the manner provided in this Indenture or as otherwise permitted by law. Notwithstanding the foregoing, suit any suit, action or proceeding brought in connection with this Indenture or the Securities against the Company or the Notes Guarantor may be instituted in any court of competent jurisdiction in their corporate domicile. (a) The Company and hereby irrevocably designates the Notes Guarantor agree that service of all writs, process and appoints summonses in any suit, action or proceeding brought in connection with this Indenture or the CT Corporation SystemSecurities against the Company or the Notes Guarantor in any court of the State of New York or any U.S. Federal court sitting, 000 Xxxxxx in each case, in the Borough of Manhattan, New York City, may be made upon Cogency Global Inc., located at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, XXX (whom the “Authorized Agent”), as its authorized agent upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture Company and the Notes without any further action Guarantor irrevocably appoint as their authorized agent for service of process. The Company represents and warrants that Cogency Global Inc. has agreed to act as its agent for service of process. The Company and the Notes Guarantor agree that such appointment shall be irrevocable until the irrevocable appointment by the Issuer and the Guarantors, Company or the Trustee and the introduction Notes Guarantor, as applicable, of a true copy of this Indenture into evidence shall be conclusive successor in New York City as authorized agent 35 (6) “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and final evidence as published by the Loan Market Association (or any successor person) from time to such matterstime at xxxx://xxx.xxx.xx.xxxx; and (7) “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party. Section 114.

Consent to Jurisdiction and Service of Process. To Each Guarantor that is not organized under the fullest extent permitted by applicable law, each laws of the Issuer United States (including the States and the Guarantors irrevocably submits to District of Columbia) (each a "Non-U.S. Guarantor") hereby appoints the non-exclusive jurisdiction principal office of and venue CT Corporation System in any U.S. federal or The City of New York state court which, on the date hereof, is located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, XXX as the authorized agent thereof (the “"Authorized Agent”), as its authorized agent ") upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on the Indenture or this Indenture, the Notes Guaranty or the transactions contemplated herebySecurities 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 each Non-United States Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of 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. Each Non-U.S. 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 action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Guarantor 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 such Non-U.S. Guarantor, and such Non-U.S. Guarantor expressly accepts the jurisdiction of any such court in any such action. The provisions Operating Partnership shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To the fullest extent permitted by applicable law, each Each of the Issuer Foreign Guarantors is not organized under the laws the United States (including the States thereof and the Guarantors irrevocably submits to District of Columbia) and therefore hereby appoints the non-exclusive jurisdiction of and venue Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any U.S. federal or New York state court located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under based on this Indenture or the Securities which may be instituted in connection with this Indenturethe 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 NotesBorough of Manhattan, The City of New York, by the Guarantees and Trustee or the Holder of any related documentsSecurity, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably the Company and fully each of the Foreign Guarantors hereby waives the defense of an inconvenient forum any objection which it may now or hereafter have to the maintenance laying of venue of any such legal action, suit or proceeding and hereby expressly and irrevocably designates accepts and appoints submits, for the CT Corporation Systembenefit of the Trustee or the Holders from time to time of the Securities, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (to the “Authorized Agent”), as its authorized agent upon whom process may be served in non-exclusive jurisdiction of any such legal court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. The Issuer Such appointment shall be irrevocable unless and until the Guarantors hereby irrevocably authorize appointment of a successor authorized agent for such purpose, and direct their Authorized Agent such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to accept take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such serviceappointment in full force and effect as aforesaid. The Issuer and the Guarantors further agree that service Service of process upon their the Authorized Agent and written notice of with respect to any such service to the Issuer and the Guarantors, as the case may be, as set forth above, action shall be deemed deemed, in every respect respect, effective service of process upon each Foreign Guarantor. Notwithstanding the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by lawforegoing, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it a Foreign Guarantor arising out of or based on this Indenture, the Notes any Security or the transactions contemplated herebyGuarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The provisions Company hereby accepts the foregoing appointments as agent for service of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To Seven Seas and each Guarantor, if any, hereby appoints the fullest extent permitted by applicable law, each principal office of the Issuer and the Guarantors irrevocably submits to the non-exclusive jurisdiction CT Corporation System in The City of and venue in any U.S. federal or New York state court which, on the date hereof, is located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxxat 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, XXX xx the authorized agent thereof (the “"Authorized Agent”), as its authorized agent ") upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, Indenture or the Notes which may be instituted in the Supreme Court of the State of New York or the transactions contemplated hereby. United States District Court for the Southern District of New York, in either case in The provisions Borough of this Section 12.7 are intended to be effective upon the execution Manhattan, The City of this Indenture and the Notes without any further action New York, by the Issuer Trustee or any Holder of any Note, and Seven Seas and each Guarantor, if any, hereby waives any objection which it may now or hereafter have to the Guarantorslaying of venue of any such proceeding and expressly and irrevocably accepts and submits, or for the benefit of the Trustee and the introduction Holders from time to time of the Notes, 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 true copy successor authorized agent for such purpose, and such successor's acceptance of this Indenture into evidence such appointment, shall have occurred. Seven Seas and each Guarantor, if any, 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 action shall be conclusive deemed, in every respect, effective service of process upon Seven Seas and final evidence any such Guarantor. Notwithstanding the foregoing, any action against Seven Seas or any Guarantor arising out of or based on any Note may also be instituted by the Trustee or Holder of such Note in any court in the jurisdiction of organization of Seven Seas or such Guarantor, and Seven Seas and each Guarantor, if any, expressly accepts the jurisdiction of any such court in any such action. Seven Seas shall require the Authorized Agent to agree in writing to accept the foregoing appointment as to such mattersagent for service of process.

Consent to Jurisdiction and Service of Process. To Each of the Company and the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints Nabors Delaware as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or 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 fullest extent permitted by applicable law, each of the Issuer Company and the Foreign Guarantors irrevocably submits hereby waives any objection which it may now or hereafter have to the non-exclusive laying of venue of any such 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 and venue in any U.S. federal or New York state such court located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such legal 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 Issuer Company and each Foreign Guarantor agrees to take any and all actions, including the Guarantors hereby irrevocably authorize filing of any and direct their Authorized Agent all documents and instruments, that may be necessary to accept continue such serviceappointment in full force and effect as aforesaid. The Issuer and the Guarantors further agree that service Service of process upon their the Authorized Agent and written notice of with respect to any such service to the Issuer and the Guarantors, as the case may be, as set forth above, action shall be deemed deemed, in every respect respect, effective service of process upon the Issuer or Company and each Foreign Guarantor. Notwithstanding the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by lawforegoing, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action against the Company or proceeding against it a Foreign Guarantor arising out of or based on this Indenture, the Notes any Security or the transactions contemplated hereby. The provisions Guarantees may also be instituted by the Holder of this Section 12.7 are intended to be effective upon such Security in any court in the execution jurisdiction of this Indenture organization of the Company or such Foreign Guarantor, and the Notes without Company and each Foreign Guarantor expressly accept the jurisdiction of any further action by such court in any such action. Nabors Delaware hereby accepts the Issuer and the Guarantors, or the Trustee and the introduction foregoing appointments as agent for service of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersprocess.

Consent to Jurisdiction and Service of Process. To Each of Guarantors and the Company agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in The City of New York, State of New York, United States of America, irrevocably waives to the fullest extent permitted by applicable lawlaw any objection which it may now or hereafter have to the laying of venue of any such suit, each of action or proceeding, irrevocably waives to the Issuer fullest extent permitted by law any claim that and the Guarantors 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 and venue in any U.S. federal or New York state such court located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such courtsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. Each of the Issuer Guarantors and the Guarantors, to the fullest extent permitted by applicable law, Company hereby irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably unconditionally designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX [ ] (the “Authorized Agent”), and any successor entity) as its authorized agent upon whom to receive and forward on its behalf service of any and all process which may be served in any such legal actionsuit, suit action or proceeding. The Issuer proceeding in any such court and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree agrees that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, [ ] shall be deemed in every respect effective service of process upon the Issuer Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon Guarantors or the GuarantorsCompany, as the case may be, in any such suit or proceeding. Said designation and appointment shall be irrevocable. Nothing herein in this Section 13.13 shall affect the right of any person the Holders to serve process in any other manner permitted by lawlaw or limit the right of the Holders to bring proceedings against Guarantors or the Company in the courts of any jurisdiction or jurisdictions. The Issuer Each of Guarantors and the Guarantors agree that a final action in Company further agrees to take any and all action, including the execution and filing of any and all such suit or proceeding shall be conclusive documents and instruments, as may be enforced necessary to continue such designation and appointment of [ ] in full force and effect so long as the Securities are outstanding. Each of Guarantors and the Company hereby irrevocably and unconditionally authorizes and directs [ ] to accept such service on its behalf. If for any reason [ ] ceases to be available to act as such, each of Guarantors and the Company agrees to designate a new agent in New York City. To the extent that Guarantors or the Company has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, or other jurisdictions by suit on jurisdiction in which Guarantors or the judgment 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 lawful manner. The Issuer documents or actions to enforce judgments in respect of any thereof, then each of Guarantors and the Guarantors Company hereby irrevocably waivewaives 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, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Consent to Jurisdiction and Service of Process. To the fullest extent permitted by applicable law, each Each of the Issuer Guarantors and the Guarantors irrevocably submits 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 non-exclusive jurisdiction of and venue transactions contemplated hereby or thereby may be instituted in any U.S. state or federal or New York state court located in the Borough of Manhattan in the City of Xxx Xxxx xx Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, waives to the fullest extent permitted by applicable lawlaw any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such legal 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 such court in any such suit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. 62 Each of Guarantors and the Company hereby irrevocably and unconditionally designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX [ ] (the “Authorized Agent”), and any successor entity) as its authorized agent upon whom to receive and forward on its behalf service of any and all process which may be served in any such legal actionsuit, suit action or proceeding. The Issuer proceeding in any such court and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree agrees that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, [ ] shall be deemed in every respect effective service of process upon the Issuer Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon Guarantors or the GuarantorsCompany, as the case may be, in any such suit or proceeding. Said designation and appointment shall be irrevocable. Nothing herein in this Section 13.13 shall affect the right of any person the Holders to serve process in any other manner permitted by lawlaw or limit the right of the Holders to bring proceedings against Guarantors or the Company in the courts of any jurisdiction or jurisdictions. The Issuer Each of Guarantors and the Guarantors agree that a final action in Company further agrees to take any and all action, including the execution and filing of any and all such suit or proceeding shall be conclusive documents and instruments, as may be enforced necessary to continue such designation and appointment of [ ] in full force and effect so long as the Securities are outstanding. Each of Guarantors and the Company hereby irrevocably and unconditionally authorizes and directs [ ] to accept such service on its behalf. If for any reason [ ] ceases to be available to act as such, each of Guarantors and the Company agrees to designate a new agent in New York City. To the extent that Guarantors or the Company has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, or other jurisdictions by suit on jurisdiction in which Guarantors or the judgment 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 lawful manner. The Issuer documents or actions to enforce judgments in respect of any thereof, then each of Guarantors and the Guarantors Company hereby irrevocably waivewaives 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, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.