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

Consent to Jurisdiction and Service of Process. (a) Each of the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor in any such suit or proceeding. Each of the Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indenture.

Consent to Jurisdiction and Service of Process. (a) Each of the Company and each of the Subsidiary Guarantors irrevocably consents The Corporation submits to the non-exclusive jurisdiction of the courts of the State of any New York and the courts of the United States of America located State or federal court sitting in the Borough of Manhattan, City and State of New York City over any suit, action or proceeding with respect arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives fullest extent permitted by law, any objection that it may have to the laying of the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts to the State jurisdiction of New York which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the United States Corporation does not waive, and the foregoing provisions of Americathis sentence shall not constitute or be deemed to constitute a waiver of, in each case(i) any right to appeal any such judgment, located to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York City upon which whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such suit agent and written notice of such service mailed or proceedingsdelivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agentagent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and written notice of said agrees that such service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, (i) shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor Corporation in any such suit suit, action or proceedingproceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Each Nothing in this Section 1.13 shall affect the right of the Company and each Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Subsidiary Guarantors further agrees Trustees to take bring proceedings against the Corporation in the courts of any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indenturejurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. (a) Each of The Guarantor is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of laws the United States (including the States thereof and the District of America located Columbia) and therefore it hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in the Borough of Manhattanany action, City and State of New York over any suit, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Securities which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the Borough of Manhattan, The City and State of New York was brought in an inconvenient court York, by the Holder of any Security, and agrees not to plead the fullest extent permitted by applicable law, the Guarantor hereby waives any objection which it may now or claim hereafter have to the same. (b) Each laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Company and each Holders from time to time of the Subsidiary Guarantors irrevocably appoints CT Corporation SystemSecurities, as 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 in for such purpose, and such successor’s acceptance of such appointment, shall have occurred. The Guarantor agrees to take any and all actions, including the State filing of New York upon which process any and all documents and instruments, that may be served necessary to continue such appointment in any such suit or proceedings, full force and agrees that service effect as aforesaid. Service of process upon the Authorized Agent with respect to any such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, action shall be deemed deemed, in every respect respect, effective service of process upon the Company Guarantor. Notwithstanding the foregoing, any action against the Guarantor arising out of or based on any Subsidiary Security or the Guarantees may also be instituted by the Holder of such Security in any court in the jurisdiction of organization of the Guarantor, and the Guarantor expressly accepts the jurisdiction of any such court in any such suit or proceedingaction. Each The Company hereby accepts the foregoing appointment as agent for service of the Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of Where a Guarantor, if any, is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States (including the States thereof and the District of America located Columbia), such Guarantor hereby or immediately upon becoming a Guarantor appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in the Borough of Manhattanany action, City and State of New York over any suit, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Securities which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Security, and to the address provided in Section 12.02 hereoffullest extent permitted by applicable law, shall be deemed in every respect effective service such Guarantor hereby waives any objection which it may now or hereafter have to the laying of process upon the Company or any Subsidiary Guarantor in 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. Each Such appointment shall be irrevocable unless and until the appointment of the Company a successor authorized agent for such purpose, and each such successor’s acceptance of the Subsidiary Guarantors further such appointment, shall have occurred. Such Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 such Guarantor. Notwithstanding the foregoing, any action against such Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Holder of such Security in any court in the jurisdiction of organization of such Guarantor, and such Guarantor expressly accepts the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointment, as applicable, as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of Subsidiary Guarantor that is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States (or any state thereof or the District of America located Columbia) (each a "Non-U.S. Guarantor") hereby appoints the principal office of CT Corporation System in the Borough of Manhattan, The City and State of New York over 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 suitaction, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Securities which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the The Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Security, and each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service laying of process upon the Company or any Subsidiary Guarantor in 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 of the Company and each of the Subsidiary Guarantors further Non-U.S. Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of the The Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the The Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the The Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 11.02 hereof, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor in any such suit or proceeding. Each of the The Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indenture.

Consent to Jurisdiction and Service of Process. (a) Each of Guarantor that is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States (including the States and the District of America located Columbia) (each a "Non-U.S. Guarantor") hereby appoints the principal office of CT Corporation System in the Borough of Manhattan, The City and State of New York over which, on the date hereof, is located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the authorized agent thereof (the "Authorized Agent") upon whom process may be served in any suitaction, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Securities which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the The Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Security, and each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service laying of process upon the Company or any Subsidiary Guarantor in 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 of the Company and each of the Subsidiary Guarantors further Non-U.S. Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 Partnership shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of Subsidiary Guarantor that is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States or any state thereof (each a "Non-U.S. Subsidiary Guarantor") hereby appoints the principal office of America located CT Corporation System in the Borough of Manhattan, The City and State of New York over which, on the date hereof, is located at 1633 Broadway, New York, New York 10019, as the authorized agent therxxx (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx process may be served in any suitaction, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Notes which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the The Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Note, and each Non-U.S. Subsidiary Guarantor hereby waives any objection which it may now have to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service laying of process upon the Company or any Subsidiary Guarantor in 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 of the Company and each of the Non-U.S. Subsidiary Guarantors further Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of the Company and each of the Subsidiary Guarantors FFI GmBH ---------------------------------------------- irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors FFI GmBH waives any objection that it may have to the venue of any suit, action or proceeding with respect to this the Indenture or the Subsidiary Guarantee or the transactions contemplated hereby thereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors . FFI GmBH irrevocably appoints CT Corporation SystemFrench Fragrances, Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemFFI GmBH (Attention: Secretary), by the person serving the same to the address provided in Section 12.02 hereof, above shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor FFI GmBH in any such suit or proceeding. Each of the Company and each of the Subsidiary Guarantors FFI GmBH further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten 10 years from the date of this Indenturehereof.

Consent to Jurisdiction and Service of Process. (a) Each of party to the Company and each of the Subsidiary Guarantors Indenture irrevocably consents and submits, for itself and in respect of any of its assets or property, to the non-exclusive nonexclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts court of the State of New York or the courts of the any United States of AmericaFederal court sitting, in each case, located in the Borough of Manhattan, The City and State of New York, New York, United States of America, and any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Notes, and waives any immunity from the jurisdiction of such courts. Each party to the Indenture irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought 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. Each party to the Indenture agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon each party to the courts Indenture, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in each party to the Indenture’s jurisdiction of the State organization of judgments validly obtained in any such court in New York on the basis of such suit, action or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the sameproceeding. (b) Each of the Company The Issuer and each of the Subsidiary Guarantors irrevocably appoints have appointed CT Corporation System, as its their authorized agent in the State of New York upon which whom process may be served in relation to any such suit proceedings in a state or proceedingsfederal court in the Borough of Manhattan in The City of New York, New York (the “Authorized Agent”). Such appointment of the Authorized Agent shall be irrevocable unless and until replaced by an agent acceptable to the Trustee, or any person who controls the Trustee. The Issuer and each of the Guarantors represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and agrees the Issuer and each of the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that service may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon such agent, the Authorized Agent and written notice of said such service to CT Corporation System, by the person serving Issuer and each of the same to the address provided in Section 12.02 hereof, Guarantors shall be deemed deemed, in every respect respect, effective service of process upon the Company or any Subsidiary Guarantor in any such suit or proceedingthis Indenture. Each of the Company The Issuer and each of the Subsidiary Guarantors further agrees agree that nothing herein shall affect the right to take effect service of process in any and all action as other manner permitted by law or shall limit the right to sue in any other jurisdiction. (c) To the extent that the Issuer or any of the Guarantors may be necessary entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to maintain such designation and appointment or arising out of such agent in full force and effect this Indenture to claim for a period itself or its revenues, assets or properties immunity (whether by reason of ten years sovereign immunity or otherwise) from suit, from the date jurisdiction of this Indentureany court (including, but not limited to, any court of the United States of America or the State of New York) or from any legal process with respect to itself or its property, from attachment prior to judgment, from set-off, from execution of a judgment, from the grant of injunctive relief, whether prior to or after judgment, or from any other legal process (including, without limitation, in relation to enforcement of any arbitration award), and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), the Issuer or such Guarantor, as applicable, hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity and consents to the grant of any such relief.

Consent to Jurisdiction and Service of Process. (a) Each of the Company and each of the Subsidiary Guarantors irrevocably consents SECTION 9.1.1. Except to the non-exclusive jurisdiction of extent prohibited by applicable law, the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over Borrower irrevocably: SECTION 9.1.1.1. agrees that any suit, action action, or other legal proceeding with respect to this Indenture or the transactions contemplated hereby. Each arising out of any of the Company and each Financing Documents or any of the Subsidiary Guarantors waives any objection that it Loans may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be brought in the courts of record of The Commonwealth of Massachusetts or any other state(s) in which a portion of the State of New York Borrower's or any Subsidiary's assets sufficient for personal jurisdiction are located or the courts of the United States located in The Commonwealth of AmericaMassachusetts or any other state(s) in which a portion of the Borrower's or any Subsidiary's assets sufficient for personal jurisdiction are located; SECTION 9.1.1.2. consents to the jurisdiction of each such court in any such suit, action or proceeding; and SECTION 9.1.1.3. waives any objection which it may have to the laying of venue of such suit, action or proceeding in any of such courts. For such time as any of the Indebtedness of the Borrower to any Lender and/or the Agent shall be unpaid in whole or in part and/or the Commitment is in effect, the Borrower irrevocably designates the registered agent or agent for service of process of the Borrower as reflected in the records of the Secretary of State of The Commonwealth of Massachusetts as its registered agent, and, in each casethe absence thereof, located in the Borough Secretary of Manhattan, City and State of New York, or that The Commonwealth of Massachusetts as its agent to accept and acknowledge on its behalf service of any and all process in any such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient any such court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in consents that any such suit or proceedings, and agrees that service of process upon such agent, agent and written notice of said such service to CT Corporation System, the Borrower by the person serving the same to the address provided in Section 12.02 hereof, registered or certified mail shall be deemed in every respect effective taken and held to be valid personal service upon the Borrower regardless of where the Borrower shall then be doing business and that any such service of process shall be of the same force and validity as if service were made upon it according to the laws governing the validity and requirements of such service in each such state and waives any claim of lack of personal service or other error by reason of any such service. Any notice, process, pleadings or other papers served upon the Company or any Subsidiary Guarantor aforesaid designated agent shall, within three (3) Business Days after such service, be sent by the method provided therefor under SECTION 9.6 to the Borrower at its address set forth in any such suit or proceedingthis Agreement. Each of the Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this IndentureEACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY DISPUTE BETWEEN THE BORROWER AND THE AGENT AND/OR THE LENDERS WITH RESPECT TO THE FINANCING DOCUMENTS AND/OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Consent to Jurisdiction and Service of Process. (a) Each of the Company and each of the Subsidiary Guarantors The Bank irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts court of the State of New York or the courts of the any United States of AmericaFederal court sitting, in each case, located in the Borough of Manhattan, City Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and State any appellate court from any thereof. The Bank irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture or the Securities in such courts on the grounds of New Yorkvenue or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Bank agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the courts Bank and may be enforced in any court to the jurisdiction of which the Bank is subject by a suit upon such judgment; provided that service of process is effected upon the Bank in the manner provided by this Indenture. (b) The Bank agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture or the Securities against the Bank in any court of the State of New York or the any United States of AmericaFederal court sitting, in each case, located in the Borough of Manhattan, The City and State of New York, may be made upon CorpBanca New York was brought in an inconvenient court and agrees not to plead or claim Branch, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the same. (b) Each of the Company and each of the Subsidiary Guarantors Bank irrevocably appoints CT Corporation System, as its authorized agent for service of process. The Bank represents and warrants that CorpBanca New York Branch, the Bank’s authorized representative in the State United States, has agreed to act as the Bank’s agent for service of process. The Bank agrees that such appointment shall be irrevocable so long as any of the Securities remain outstanding or until the irrevocable appointment by the Bank of a successor in The City of New York upon which process may be served in any as its authorized agent for such suit or proceedings, purpose and agrees that service the acceptance of process upon such agent, and written notice of said service to CT Corporation System, appointment by the person serving the same to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor in any such suit or proceedingsuccessor. Each of the Company and each of the Subsidiary Guarantors The Bank further agrees to take any and all action as action, including the filing of any and all documents and instruments that may be necessary to maintain continue such designation and appointment of such agent in full force and effect as aforesaid. If CorpBanca New York Branch shall cease to act as the agent for a period service of ten years from process for the date Bank, the Bank shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York or any United States Federal court, in each case, in the Borough of Manhattan, The City of New York, service of process upon CorpBanca New York Branch as the authorized agent of the Bank for service of process, and written notice of such service to the Bank, shall be deemed, in every respect, effective service of process upon the Bank. (c) Nothing in this IndentureSection shall affect the right of any party to serve legal process in any other manner permitted by law or affect the right of any party to bring any action or proceeding against any other party or its property in the courts of other jurisdictions.

Consent to Jurisdiction and Service of Process. (a) Each of If at any time either the Company and each of Partnership or any Guarantor is not organized under the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of laws the United States (including the States thereof and the District of America located 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 Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the Borough of Manhattan, The City and State of New York was brought York, by the Trustee or the Holder of any Debt Security, and to the fullest extent permitted by applicable law, each of the 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 Holders from time to time of the Debt Securities, to the nonexclusive jurisdiction of any such court in an inconvenient court respect of any such action, suit or proceeding, for itself and agrees not with respect to plead its properties, revenues and assets. Once made, such appointment shall be irrevocable unless and until the Partnership or claim the same. (b) 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 Company Partnership and each such Xxxxxxxxx agrees to take any and all actions, including the filing of the Subsidiary Guarantors irrevocably appoints CT Corporation Systemany and all documents and instruments, as its authorized agent in the State of New York upon which process that may be served necessary so that once made such appointment shall continue in any such suit or proceedings, full force and agrees that service effect as aforesaid. Service of process upon the Authorized Agent with respect to any such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, action shall be deemed deemed, in every respect respect, effective service of process upon the Company Partnership or any Subsidiary Guarantor in any such suit or proceeding. Each of Guarantor, as the Company and each of the Subsidiary Guarantors further agrees to take any and all action as case may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indenturebe.

Consent to Jurisdiction and Service of Process. (a) Each of Guarantor that is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States (including the States and the District of America located Columbia) (each a "Non-U.S. Guarantor") hereby appoints the principal office of CT Corporation System in the Borough of Manhattan, The City and State of New York over which, on the date hereof, is located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the authorized agent thereof (the "Authorized Agent") upon whom process may be served in any suitaction, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Securities which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each caseeither case in The Xxxxxxx xx Xxxxxxxxx, located in the Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Security, and each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service laying of process upon the Company or any Subsidiary Guarantor in 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 of the Company and each of the Subsidiary Guarantors further Non-U.S. Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each Guarantor that is organized outside of the Company and each of the Subsidiary Guarantors United States irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or Indenture, the transactions contemplated hereby, the Notes or the Guarantees and for actions brought under federal or state securities laws. Each of the The Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or Indenture, the transactions contemplated hereby hereby, the Notes or the Guarantees or federal or state securities laws in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each Guarantor that is organized outside of the Company and each of the Subsidiary Guarantors United States irrevocably appoints CT Corporation SystemXxxxx XX, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemXxxxx XX, by the person serving the same to the address provided in stipulated pursuant to Section 12.02 hereof12.02, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor in any such suit or proceeding. Each Guarantor that is organized outside of the Company and each of the Subsidiary Guarantors United States further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten 10 years from the date of this Indenture.

Consent to Jurisdiction and Service of Process. (a) Each of the Company and each of the Subsidiary Guarantors parties hereto hereby irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts court of the State of New York or the courts of the any United States of AmericaFederal court sitting, in each case, located in the Borough of Manhattan, The City and State of New York, New York, United States of America, and any appellate court from any court thereof, in respect of actions, suits or proceedings brought against such party as a defendant arising out of or relating to this Indenture, the Notes, the Note Guarantee or any transaction contemplated hereby or thereby (a “Proceeding”), and waives any immunity (to the fullest extent permitted by applicable law) from the jurisdiction of such courts over any Proceeding that may be brought in connection with this Indenture or the Notes and any right to which it may be entitled on account of place of residence or domicile. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that final judgment in any such Proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, in the case of the Company, that service of process is effected upon the Company in the manner provided by this Indenture. (b) The Company and the Subsidiary Guarantor agree that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture, the courts Notes and the Note Guarantee against the Company and the Subsidiary Guarantor in any court of the State of New York or the any United States of AmericaFederal court sitting, in each case, located in the Borough of Manhattan, The City of New York, may be made upon Cogency Global Inc., 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, whom the Company and State the Subsidiary Guarantor irrevocably appoint as their authorized agent for service of process. The Company and the Subsidiary Guarantor represent and warrant that Cogency Global Inc., the Company and the Subsidiary Guarantor’s authorized representative in the United States, has agreed to act as the Company and the Subsidiary Guarantor’s agent for service of process. The Company and the Subsidiary Guarantor agree that such appointment shall be irrevocable so long as any of the Notes remain outstanding or until the irrevocable appointment by the Company and the Subsidiary Guarantor of a successor in The City of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Company and the Subsidiary Guarantor further agree to take any and all action, including the filing of any and all documents and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. If Cogency Global Inc. shall cease to act as the agent for service of process for the Company or the Subsidiary Guarantor, the Company or the Subsidiary Guarantor shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York upon which process may be served or any United States Federal court, in any such suit or proceedingseach case, and agrees that in the Borough of Manhattan, The City of New York, service of process upon such agenton Cogency Global Inc. as the authorized agent of the Company and the Subsidiary Guarantor for service of process, and written notice of said such service to CT Corporation System, by the person serving Company and the same to the address provided in Section 12.02 hereofSubsidiary Guarantor, shall be deemed deemed, in every respect respect, effective service of process upon the Company or and the Subsidiary Guarantor. (c) Nothing in this Section 13.15 shall affect the right of any Subsidiary Guarantor party to serve legal process in any such suit or proceedingother manner permitted by law. Each [Signatures on following page] CONSTELLATION OIL SERVICES HOLDING S.A., as Company By: Name: Xxxxxxxxx Xxxxxxx Xxxxxx Xxxx Title: Chief Executive Officer By: Name: Xxxxxx XxXxxxxxxx Title: Chief Financial Officer [Insert the Global Note Legend, if applicable pursuant to the provisions of the Company and each Indenture] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [Insert the applicable Private Placement Legend, if applicable pursuant to the provisions of the Subsidiary Guarantors Indenture] [Rule 144A Global Note:] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE OR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) IN ACCORDANCE WITH RULE 144A, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES THAT IT WILL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. THIS LEGEND MAY BE REMOVED SOLELY AT THE DISCRETION AND AT THE DIRECTION OF THE COMPANY. [Regulation S Global Note:] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. [Insert the following Original Issue Discount Legend:] THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR U.S. FEDERAL INCOME TAX PURPOSES. HOLDERS MAY OBTAIN THE ISSUE PRICE, TOTAL AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY BY CONTACTING THE COMPANY. No. U.S.$ Subject to any decreases or increases in such principal amount as set forth in the Schedule of Exchanges of Interests in the Global Note attached hereto société anonyme R.C.S. Luxembourg: B163424 promises to pay to or registered assigns, the principal sum of DOLLARS on November 9, 2030, subject to any decreases or increases in such principal amount as set forth in the Schedule of Exchanges of Interests in the Global Note attached hereto. Interest Payment Dates: May 9 and November 9, commencing on May 9, 2020. Record Dates: April 25 and October 25 Dated: Reference is hereby made to the further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date provisions of this IndentureNote set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. CONSTELLATION OIL SERVICES HOLDING S.A. By: Name: Title: By: Name: Title: TRUSTEE’S CERTIFICATE OF AUTHENTICATION Wilmington Trust, National Association, as Trustee, certifies that this is one of the Notes referred to in the Indenture By Authorized Signatory Dated: Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Consent to Jurisdiction and Service of Process. (a) Each of the Company and each of the Subsidiary Guarantors parties hereto hereby irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts court of the State of New York or the courts of the any United States of AmericaFederal court sitting, in each case, located in the Borough of Manhattan, City Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and State any appellate court from any court thereof, in respect of New Yorkactions, suits or proceedings brought against such party as a defendant arising out of or relating to this Indenture, the Securities, the Note Guarantees or any transaction contemplated hereby or thereby (a “Proceeding”), and waives any immunity (to the fullest extent permitted by applicable law) from the jurisdiction of such courts over any Proceeding that may be brought in connection with this Indenture or the Securities and any right to which it may be entitled on account of place of residence or domicile. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that final judgment in any such Proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, in the case of the Company, that service of process is effected upon the Company in the manner provided by this Indenture. (b) The Company and the Subsidiary Guarantors agree that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture, the courts Securities and the Note Guarantees against the Company and the Subsidiary Guarantors in any court of the State of New York or the any United States of AmericaFederal court sitting, in each case, located in the Borough of Manhattan, The City of New York, may be made upon Cogency Global Inc., 00 Xxxx 00xx Xxxxxx, 00xx floor, Xxx Xxxx, Xxx Xxxx, 00000, Xxxxxx Xxxxxx, whom the Company and State Subsidiary Guarantors irrevocably appoint as their authorized agent for service of process. The Company and the Subsidiary Guarantors represent and warrant that National Corporate Research Ltd., the Company and the Subsidiary Guarantors’ authorized representative in the United States, has agreed to act as the Company and the Subsidiary Guarantors’ agent for service of process. The Company and the Subsidiary Guarantors agree that such appointment shall be irrevocable so long as any of the Securities remain outstanding or until the irrevocable appointment by the Company and the Subsidiary Guarantors of a successor in The City of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Company and the Subsidiary Guarantors further agree to take any and all action, including the filing of any and all documents and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. If Cogency Global Inc. shall cease to act as the agent for service of process for the Company or any Subsidiary Guarantor, the Company or such Subsidiary Guarantor shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York upon which process may be served or any United States Federal court, in any such suit or proceedingseach case, and agrees that in the Borough of Manhattan, The City of New York, service of process upon such agenton Cogency Global Inc. as the authorized agent of the Company and the Subsidiary Guarantors for service of process, and written notice of said such service to CT Corporation System, by the person serving Company and the same to the address provided in Section 12.02 hereofSubsidiary Guarantors, shall be deemed deemed, in every respect respect, effective service of process upon the Company or and the Subsidiary Guarantors. (c) Nothing in this Section 15.15 shall affect the right of any party to serve legal process in any other manner permitted by law. CONSTELLATION OIL SERVICES HOLDING S.A., as Company By: Name: Title: By: Name: Title: CONSTELLATION OVERSEAS LTD., as Subsidiary Guarantor in any such suit or proceedingBy: Name: Signed for and on behalf of Constellation Overseas Ltd. by Xxxxxxx Xxxxxxx Title: Director LONE STAR OFFSHORE LTD., as Subsidiary Guarantor By: Name: Signed for and on behalf of Lone Star Offshore Ltd. by Xxxxxxx Xxxxxxx Title: Director GOLD STAR EQUITIES LTD., as Subsidiary Guarantor By: Name: Signed for and on behalf of Gold Star Equities Ltd. by Xxxxxxx Xxxxxxx Title: Director ARAZI S.À X.X., as Subsidiary Guarantor By: Name: Title: By: Name: Title: XXXXXX INTERNATIONAL INC., as Subsidiary Guarantor By: Name: Signed for and on behalf of Xxxxxx International Inc. by Xxxxxxx Xxxxxxx Title: Director STAR INTERNATIONAL DRILLING LIMITED, as Subsidiary Guarantor By: Name: Signed for and on behalf of Star International Drilling Limited by Xxxxxxx Xxxxxxx Title: Director ALPHA STAR EQUITIES LTD., as Subsidiary Guarantor By: Name: Signed for and on behalf of Alpha Star Equities Ltd. by Xxxxxxx Xxxxxxx Title: Director HOPELAKE SERVICES LTD., as Subsidiary Guarantor By: Name: Signed for and on behalf of Hopelake Services Ltd. by Xxxxxxx Xxxxxxx Title: Director LANCASTER PROJECTS CORP., as Subsidiary Guarantor By: Name: Signed for and on behalf of Lancaster Projects Corp. by Xxxxxxx Xxxxxxx Title: Director AMARALINA STAR HOLDCO 1 LTD, as Subsidiary Guarantor By: Name: Signed for and on behalf of Amaralina Star Holdco 1 Ltd. by Xxxxxxx Xxxxxxx Title: Director LAGUNA STAR HOLDCO 1 LTD, as Subsidiary Guarantor By: Name: Signed for and on behalf of Laguna Star Holdco 1 Ltd. by Xxxxxxx Xxxxxxx Title: Director BRAVA STAR HOLDCO 1 LTD, as Subsidiary Guarantor By: Name: Signed for and on behalf of Brava Star Holdco 1 Ltd. by Xxxxxxx Xxxxxxx Title: Director [LANCASTER HOLDCO 1], as Subsidiary Guarantor By: Name: Signed for and on behalf of [Lancaster Holdco 1] by Xxxxxxx Xxxxxxx Title: Director [ARAZI HOLDCO 1], as Subsidiary Guarantor By: Name: Title: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Registrar, Transfer Agent and Paying Agent By: Name: Title: THE UNDERLYING TRANCHES CONSTITUTING THIS NOTE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM, AND MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE OTHER UNDERLYING TRANCHES THAT ARE PART OF THIS NOTE. Each THE PRINCIPAL AMOUNT OF THIS NOTE REPRESENTS (AND DOES NOT CONSTITUTE A SEPARATE OBLIGATION FROM) THE AGGREGATE PRINCIPAL AMOUNT OF THE UNDERLYING TRANCHES COMPRISING THIS NOTE. [Insert the Global Note Legend, if applicable pursuant to the provisions of the Company and each Indenture] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [Insert the applicable Private Placement Legend, if applicable pursuant to the provisions of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indenture] [Rule 144A Global Note:] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE OR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) IN ACCORDANCE WITH RULE 144A, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES THAT IT WILL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. THIS LEGEND MAY BE REMOVED SOLELY AT THE DISCRETION AND AT THE DIRECTION OF THE COMPANY. [Regulation S Global Note:] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR U.S. FEDERAL INCOME TAX PURPOSES. HOLDERS MAY OBTAIN THE ISSUE PRICE, TOTAL AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY BY CONTACTING THE COMPANY.

Consent to Jurisdiction and Service of Process. (a) Each of Guarantor that is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States (including the States and the District of America located Columbia) (each a “Non-U.S. Guarantor”) hereby appoints the principal office of CT Corporation System in the Borough of Manhattan, The City and State of New York over which, on the date hereof, is located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any suitaction, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Securities which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the The Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Security, and each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service laying of process upon the Company or any Subsidiary Guarantor in 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 of the Company and each of the Subsidiary Guarantors further Non-U.S. Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of the Company and each of the Subsidiary Guarantors parties hereto hereby irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts court of the State of New York or the courts of the any United States of AmericaFederal court sitting, in each case, located in the Borough of Manhattan, City Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and State any appellate court from any court thereof, in respect of New Yorkactions, suits or proceedings brought against such party as a defendant arising out of or relating to this Indenture, the Notes, the Note Guarantees or any transaction contemplated hereby or thereby (a “Proceeding”), and waives any immunity (to the fullest extent permitted by applicable law) from the jurisdiction of such courts over any Proceeding that may be brought in connection with this Indenture or the Notes and any right to which it may be entitled on account of place of residence or domicile. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that final judgment in any such Proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, in the case of the Company, that service of process is effected upon the Company in the manner provided by this Indenture. (b) The Company and the Subsidiary Guarantors agree that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture, the courts Notes and the Note Guarantees against the Company and the Subsidiary Guarantors in any court of the State of New York or the any United States of AmericaFederal court sitting, in each case, located in the Borough of Manhattan, The City of New York, may be made upon Cogency Global Inc., 00 Xxxx 00xx Xxxxxx, 00xx floor, Xxx Xxxx, Xxx Xxxx, 00000, Xxxxxx Xxxxxx, whom the Company and State Subsidiary Guarantors irrevocably appoint as their authorized agent for service of process. The Company and the Subsidiary Guarantors represent and warrant that Cogency Global Inc., the Company and the Subsidiary Guarantors’ authorized representative in the United States, has agreed to act as the Company and the Subsidiary Guarantors’ agent for service of process. The Company and the Subsidiary Guarantors agree that such appointment shall be irrevocable so long as any of the Notes remain outstanding or until the irrevocable appointment by the Company and the Subsidiary Guarantors of a successor in The City of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Company and the Subsidiary Guarantors further agree to take any and all action, including the filing of any and all documents and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. If Cogency Global Inc. shall cease to act as the agent for service of process for the Company or any Subsidiary Guarantor, the Company or such Subsidiary Guarantor shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York upon which process may be served or any United States Federal court, in any such suit or proceedingseach case, and agrees that in the Borough of Manhattan, The City of New York, service of process upon such agenton Cogency Global Inc. as the authorized agent of the Company and the Subsidiary Guarantors for service of process, and written notice of said such service to CT Corporation System, by the person serving Company and the same to the address provided in Section 12.02 hereofSubsidiary Guarantors, shall be deemed deemed, in every respect respect, effective service of process upon the Company or and the Subsidiary Guarantors. (c) Nothing in this Section 15.15 shall affect the right of any party to serve legal process in any other manner permitted by law. CONSTELLATION OIL SERVICES HOLDING S.A., as Company By: Name: Title: By: Name: Title: CONSTELLATION OVERSEAS LTD., as Subsidiary Guarantor in any such suit or proceeding. Each By: Name: Signed for and on behalf of Constellation Overseas Ltd. by Xxxxxxx Xxxxxxx Title: Director LONE STAR OFFSHORE LTD., as Subsidiary Guarantor By: Name: Signed for and on behalf of Lone Star Offshore Ltd. by Xxxxxxx Xxxxxxx Title: Director GOLD STAR EQUITIES LTD., as Subsidiary Guarantor By: Name: Signed for and on behalf of Gold Star Equities Ltd. by Xxxxxxx Xxxxxxx Title: Director ARAZI S.À X.X., as Subsidiary Guarantor By: Name: Title: By: Name: Title: XXXXXX INTERNATIONAL INC., as Subsidiary Guarantor By: Name: Signed for and on behalf of Xxxxxx International Inc. by Xxxxxxx Xxxxxxx Title: Director STAR INTERNATIONAL DRILLING LIMITED, as Subsidiary Guarantor By: Name: Signed for and on behalf of Star International Drilling Limited by Xxxxxxx Xxxxxxx Title: Director ALPHA STAR EQUITIES LTD., as Subsidiary Guarantor By: Name: Signed for and on behalf of Alpha Star Equities Ltd. by Xxxxxxx Xxxxxxx Title: Director HOPELAKE SERVICES LTD., as Subsidiary Guarantor By: Name: Signed for and on behalf of Hopelake Services Ltd. by Xxxxxxx Xxxxxxx Title: Director WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Registrar, Transfer Agent and Paying Agent By: Name: Title: [Insert the Global Note Legend, if applicable pursuant to the provisions of the Company and each Indenture] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [Insert the applicable Private Placement Legend, if applicable pursuant to the provisions of the Subsidiary Guarantors further agrees Indenture] [Rule 144A Global Note:] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE OR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) IN ACCORDANCE WITH RULE 144A, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES THAT IT WILL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. THIS LEGEND MAY BE REMOVED SOLELY AT THE DISCRETION AND AT THE DIRECTION OF THE COMPANY. [Regulation S Global Note:] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR U.S. FEDERAL INCOME TAX PURPOSES. HOLDERS MAY OBTAIN THE ISSUE PRICE, TOTAL AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY BY CONTACTING THE COMPANY. No._____ U.S.$_______ Subject to take any and all action decreases or increases in such principal amount as may be necessary to maintain such designation and appointment set forth in the Schedule of such agent Exchanges of Interests in full force and effect for a period of ten years from the date of this Indenture.Global Note attached hereto

Consent to Jurisdiction and Service of Process. (a) Each of the Company and each of the Subsidiary Guarantors The Bank irrevocably consents to the non-exclusive nonexclusive jurisdiction of the courts any court of the State of New York and the courts of the or any United States of America located Federal court sitting, in each case, in the Borough of Manhattan, City Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and State any appellate court from any thereof, and waives any immunity from the jurisdiction of New York such courts over any suit, action or proceeding that may be brought by the Trustee or a Securityholder in connection with respect to this Indenture or the transactions contemplated herebySecurities. Each of The Bank irrevocably waives, to the Company and each of the Subsidiary Guarantors waives fullest extent permitted by law, any objection that it may have to the venue of any suit, action or proceeding that may be brought in connection with respect to this Indenture or the transactions contemplated hereby Securities in such courts on the courts grounds of venue or on the State of New York ground that any such suit, action or the courts of the United States of America, proceeding has been brought in each case, located an inconvenient forum. The Bank agrees that final judgment in the Borough of Manhattan, City and State of New York, or that any such suit, action or proceeding brought in such court shall be conclusive and binding upon the courts Bank and may be enforced in any court to the jurisdiction of which the Bank is subject by a suit upon such judgment; provided that service of process is effected upon the Bank in the manner provided by this Indenture. Notwithstanding the foregoing, any suit, action or proceeding brought in connection with this Indenture or the Securities against the Bank may be instituted in any competent court in the Republic. (b) The Bank agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture or the Securities against the Bank in any court of the State of New York or the any United States of AmericaFederal court sitting, in each case, located in the Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim York, may be made upon CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the same. (b) Each of the Company and each of the Subsidiary Guarantors Bank irrevocably appoints as its authorized agent for service of process. The Bank represents and warrants that CT Corporation System, the Bank’s authorized representative in the United States, has agreed to act as the Bank’s agent for service of process. The Bank agrees that such appointment shall be irrevocable so long as any of the Securities remain outstanding or until the irrevocable appointment by the Bank of a successor in The City of New York as its authorized agent in for such purpose and the State acceptance of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon appointment by such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor in any such suit or proceedingsuccessor. Each of the Company and each of the Subsidiary Guarantors The Bank further agrees to take any and all action as action, including the filing of any and all documents and instruments that may be necessary to maintain continue such designation and appointment of such agent in full force and effect as aforesaid. If CT Corporation System shall cease to act as the agent for a period service of ten years from process for the date Bank, the Bank shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York or any United States Federal court, in each case, in the Borough of Manhattan, The City of New York, service of process upon CT Corporation System as the authorized agent of the Bank for service of process, and written notice of such service to the Bank, shall be deemed, in every respect, effective service of process upon the Bank. (c) Nothing in this IndentureSection shall affect the right of any party to serve legal process in any other manner permitted by law or affect the right of any party to bring any action or proceeding against any other party or its property in the courts of other jurisdictions.

Consent to Jurisdiction and Service of Process. (a) Each of the Company Issuer and each the Guarantors agrees that any suit, action or proceeding against it brought by any Holder or the Trustee arising out of or based upon this Indenture, the Subsidiary Guarantors Notes or the Guarantees may be instituted in any state or Federal court in the Borough of Manhattan in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably consents submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. (b) By the courts execution and delivery of this Indenture or any amendment or supplement hereto, each of the State of New York Issuer and the courts of the United States of America Guarantors (i) acknowledges that it has, by separate written instrument, designated and appointed National Corporate Research, Ltd. currently located at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent upon which process may be served in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to to, arising out of, or relating to, the Notes, this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives Guarantees, that may be instituted in any objection that it may have to the venue of any suit, action Federal or proceeding with respect to this Indenture or the transactions contemplated hereby state court in the courts of the State of New York or the courts York, The City of the United States of AmericaNew York, in each case, located in the Borough of Manhattan, City or brought under Federal or state securities laws or brought by the Trustee or the Paying Agent (whether in its individual capacity or in its capacity as Trustee or the Paying Agent, as the case may be, hereunder), and State acknowledges that National Corporate Research, Ltd. has accepted such designation, (ii) submits to the jurisdiction of New York, or that any such court in any such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedingsproceeding, and (iii) agrees that service of process upon such agentNational Corporate Research, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, Ltd. shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor Issuer and the Guarantors, as the case may be, in any such suit suit, action or proceeding. Each of the Company Issuer and each of the Subsidiary Guarantors further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments as may be necessary to maintain continue such designation and appointment of such agent National Corporate Research, Ltd. in full force and effect so long as this Indenture shall be in full force and effect; provided that the Issuer and the Guarantors may and shall (to the extent National Corporate Research, Ltd. ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 1.13 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Issuer and the Guarantors or (y) a period corporate service company which acts as agent for service of ten years process for other persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 1.13. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Issuer and the Guarantors appointed and acting in accordance with this Section 1.13. (c) To the extent that the Issuer or the Guarantors has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the date Issuer and the Guarantors hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Notes and the Guarantees, to the fullest extent permitted by law.

Consent to Jurisdiction and Service of Process. (a) Each of the Company and each of the Subsidiary Guarantors parties hereto hereby irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts court of the State of New York or the courts of the any United States of AmericaFederal court sitting, in each case, located in the Borough of Manhattan, City Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and State any appellate court from any court thereof, in respect of New Yorkactions, suits or proceedings brought against such party as a defendant arising out of or relating to this Indenture, the Notes, the Note Guarantees or any transaction contemplated hereby or thereby (a “Proceeding”), and waives any immunity (to the fullest extent permitted by applicable law) from the jurisdiction of such courts over any Proceeding that may be brought in connection with this Indenture or the Notes and any right to which it may be entitled on account of place of residence or domicile. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that final judgment in any such Proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, in the case of the Company, that service of process is effected upon the Company in the manner provided by this Indenture. (b) The Company and the Subsidiary Guarantors agree that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture, the courts Notes and the Note Guarantees against the Company and the Subsidiary Guarantors in any court of the State of New York or the any United States of AmericaFederal court sitting, in each case, located in the Borough of Manhattan, The City of New York, may be made upon National Corporate Research, Ltd., 00 Xxxx 00xx Xxxxxx, 00xx floor, Xxx Xxxx, Xxx Xxxx, 00000, Xxxxxx Xxxxxx, whom the Issuer and State Subsidiary Guarantors irrevocably appoint as their authorized agent for service of process. The Company and the Subsidiary Guarantors represent and warrant that National Corporate Research Ltd., the Company and the Subsidiary Guarantors’ authorized representative in the United States, has agreed to act as the Company and the Subsidiary Guarantors’ agent for service of process. The Company and the Subsidiary Guarantors agree that such appointment shall be irrevocable so long as any of the Notes remain outstanding or until the irrevocable appointment by the Company and the Subsidiary Guarantors of a successor in The City of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Company and the Subsidiary Guarantors further agree to take any and all action, including the filing of any and all documents and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. If National Corporate Research, Ltd. shall cease to act as the agent for service of process for the Company or any Subsidiary Guarantor, the Company or such Subsidiary Guarantor shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York upon which process may be served or any United States Federal court, in any such suit or proceedingseach case, and agrees that in the Borough of Manhattan, The City of New York, service of process upon such agenton National Corporate Research, Ltd. as the authorized agent of the Company and the Subsidiary Guarantors for service of process, and written notice of said such service to CT Corporation System, by the person serving Company and the same to the address provided in Section 12.02 hereofSubsidiary Guarantors, shall be deemed deemed, in every respect respect, effective service of process upon the Company or and the Subsidiary Guarantors. (c) Nothing in this Section 15.15 shall affect the right of any Subsidiary Guarantor party to serve legal process in any other manner permitted by law. Dated as of November 9, 2012 QGOG CONSTELLATION S.A. By: /s/ Guilherme R. V. Lima Name: Guilherme R. V. Lima Title: Chief Financial Officer By: /s/ Leduvy de Xxxx Xxxxxx Filho Name: Leduvy de Xxxx Xxxxxx Filho Title: Chief Executive Officer CONSTELLATION OVERSEAS LTD., as Guarantor By: /s/ Guilherme R. V. Lima Name: Guilherme R. V. Lima Title: Chief Financial Officer By: /s/ Leduvy de Xxxx Xxxxxx Filho Name: Leduvy de Xxxx Xxxxxx Filho Title: Chief Executive Officer By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxx Title: Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Associate THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF QGOG CONSTELLATION S.A. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [Rule 144A Global Note:] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE OR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) IN ACCORDANCE WITH RULE 144A, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES THAT IT WILL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. [Regulation S Global Note:] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. No. U.S.$ promises to pay to or registered assigns, the principal sum of DOLLARS on November 9, 2019 subject to any decreases or increases in such suit or proceedingprincipal amount as set forth in the Schedule of Exchanges of Interests in the Global Note attached hereto. Each Interest Payment Dates: May 9 and November 9, commencing on . Record Dates: April 25 and October 25 Dated: Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. QGOG CONSTELLATION S.A. By: Name: Title: By: Name: Title: TRUSTEE’S CERTIFICATE OF AUTHENTICATION Deutsche Bank Trust Company Americas By: Deutsche Bank National Trust Company as Trustee, certifies that this is one of the Company and each of Securities referred to in the Subsidiary Guarantors further agrees Indenture. By M Authorized Signatory Dated: Capitalized terms used herein have the meanings assigned to take any and all action as may be necessary them in the Indenture referred to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indenturebelow unless otherwise indicated.

Consent to Jurisdiction and Service of Process. (a) Each of the Company The Issuers and each of the Subsidiary Guarantors irrevocably consents consent to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company Issuers and each of the Subsidiary Guarantors waives waive any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company The Issuers and each of the Subsidiary Guarantors irrevocably appoints appoint CT Corporation System, System as its their authorized agent in the State of New York upon which process may be served in any such suit or proceedingsproceeding, and agrees that service of process upon such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof12.02, shall be deemed in every respect effective service of process upon the Company or any Issuers and the Subsidiary Guarantor Guarantors in any such suit or proceeding. Each of the Company The Issuers and each of the Subsidiary Guarantors further agrees agree to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten 10 years from the date of this Indenture.

Consent to Jurisdiction and Service of Process. (a) Each of the Company Co-Issuers and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company Co-Issuers and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) . Each of the Company Co-Issuers and each of the Subsidiary Guarantors irrevocably appoints CT Corporation SystemService Company, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemService Company, by the person serving the same to the address provided in Section 12.02 hereof12.02, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor Co-Issuers and the Guarantors in any such suit or proceeding. Each of the Company Co-Issuers and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten 10 years from the date of this Indenture.

Consent to Jurisdiction and Service of Process. (a) Each of the The Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the The Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the The Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, System as its authorized agent in the State of New York upon which process may be served in any such suit or proceedingsproceeding, and agrees that service of process upon such agent, and written notice of said service ser- -109- vice to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof11.02, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor in any such suit or proceeding. Each of the The Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten 10 years from the date of this Indenture.

Consent to Jurisdiction and Service of Process. (a) Each of Guarantor that is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States (including the States and the District of America located Columbia) (each a "Non-U.S. Guarantor") hereby appoints the principal office of CT Corporation System in the Borough of Manhattan, The City and State of New York over which, on the date hereof, is located at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx the authorized agent thereof (the "Authorized Agent") upon whom process may be served in any suitaction, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Securities which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the The Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Security, and each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service laying of process upon the Company or any Subsidiary Guarantor in 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 of the Company and each of the Subsidiary Guarantors further Non-U.S. Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of Guarantor that is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States (including the States and the District of America located Columbia) (each a "Non-U.S. Guarantor") hereby appoints the principal office of CT Corporation System in the Borough of Manhattan, The City and State of New York over which, on the date hereof, is located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the authorized agent thereof (the "Authorized Agent") upon whom process may be served in any suitaction, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Securities which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the The Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Security, and each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service laying of process upon the Company or any Subsidiary Guarantor in 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 of the Company and each of the Subsidiary Guarantors further Non-U.S. Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of Guarantor that is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States (including the States and the District of America located Columbia) (each a "Non-U.S. Guarantor") hereby appoints the principal office of CT Corporation System in the Borough of Manhattan, The City and State of New York over which, on the date hereof, is located at ______________________ _________________, as the authorized agent thereof (the "Authorized Agent") upon whom process may be served in any suitaction, action suit or proceeding with respect to this arising out of or based on the Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture Guaranty or the transactions contemplated hereby Securities which may be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the The Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Security, and each Non-United States Guarantor hereby waives any objection which it may now or hereafter have to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service laying of process upon the Company or any Subsidiary Guarantor in 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 of the Company and each of the Subsidiary Guarantors further Non-U.S. Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 Operating Partnership shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of the The Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive nonexclusive jurisdiction of the courts any court of the State of New York and the courts of the or any United States of America located Federal court sitting, in each case, in the Borough of Manhattan, City Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and State any appellate court from any thereof, and waive any immunity from the jurisdiction of New York such courts over any suit, action or proceeding that may be brought in connection with respect to this Indenture or and the transactions contemplated herebyDebt Securities. Each of The Company irrevocably waives, to the Company and each of the Subsidiary Guarantors waives fullest extent permitted by law, any objection that it may have to the venue of any suit, action or proceeding that may be brought in connection with respect to this Indenture or the transactions contemplated hereby Debt Securities in such courts whether on the courts grounds of venue, residence or domicile or on the State of New York ground that any such suit, action or the courts of the United States of America, proceeding has been brought in each case, located an inconvenient forum. The Company agrees that final judgment in the Borough of Manhattan, City and State of New York, or that any such suit, action or proceeding brought in such court shall be conclusive and binding upon the courts Company and may be enforced in any court to the jurisdiction of which the Company is subject by a suit upon such judgment; provided that service of process is effected upon the Company in the manner provided by this Indenture. (b) The Company agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture or the Debt Securities against the Company in any court of the State of New York or the any United States of AmericaFederal court sitting, in each case, located in the Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of York, may be made upon CT Corporation System at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State for service of New York upon which process may be served in any such suit or proceedings, process. The Company represents and warrants that CT Corporation System has agreed to act as its agent for service of process. The Company agrees that service of process upon such agent, and written notice of said service to CT Corporation System, appointment shall be irrevocable until the irrevocable appointment by the person serving Company of a successor as its authorized agent for such purpose and the same to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service acceptance of process upon the such appointment by such successor. The Company or any Subsidiary Guarantor in any such suit or proceeding. Each of the Company and each of the Subsidiary Guarantors further agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect as aforesaid. If CT Corporation System shall cease to act as the agent for a period service of ten years from process for the date Company, the Company shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York or any United States Federal court, in each case, in the Borough of Manhattan, The City of New York, service of process upon Xxxx X. Xxxxx, Inc., as the authorized agent of the Company for service of process, and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. (c) Nothing in this IndentureSection shall affect the right of any party to serve legal process in any other manner permitted by law or affect the right of any party to bring any action or proceeding against any other party or its property in the courts of other jurisdictions.

Consent to Jurisdiction and Service of Process. (a) Each of the The Company and each of the Subsidiary Guarantors Guarantor irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the The Company and each of the Subsidiary Guarantors Guarantor waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the The Company and each of the Subsidiary Guarantors Guarantor irrevocably appoints CT Corporation System, Service Company as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemService Company, 0000 Xxx xx xxx Xxxxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx, 00000 (telecopy no: 212.299.5656), by the person serving the same to the address provided in Section 12.02 hereof12.02, shall be deemed in every respect effective service of process upon the Company or any and each Subsidiary Guarantor in any such suit or proceeding. Each of the The Company and each of the Subsidiary Guarantors Guarantor further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten 11 years from the date of this IndentureIssue Date.

Consent to Jurisdiction and Service of Process. (a) Each of the Company and each of the Subsidiary Guarantors FFI GmbH irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture Agreement or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors FFI GmbH waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture Agreement, the Indenture, Subsidiary Guarantee or the transactions contemplated hereby thereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors . FFI GmbH irrevocably appoints CT Corporation SystemFrench Fragrances, Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemFFI GmbH (Attention: Secretary), by the person serving the same to the address provided in Section 12.02 hereof7.2, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor FFI GmbH in any such suit or proceeding. Each of the Company and each of the Subsidiary Guarantors FFI GmbH further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten 10 years from the date of this Indenturehereof.

Consent to Jurisdiction and Service of Process. (a) Each of If at any time either the Company and each of Partnership or any Guarantor is not organized under the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of laws the United States (including the States thereof and the District of America located 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 Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the Borough of Manhattan, The City and State of New York was brought York, by the Trustee or the Holder of any Debt Security, and to the fullest extent permitted by applicable law, each of the 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 Holders from time to time of the Debt Securities, to the nonexclusive jurisdiction of any such court in an inconvenient court respect of any such action, suit or proceeding, for itself and agrees not with respect to plead its properties, revenues and assets. Once made, such appointment shall be irrevocable unless and until the Partnership or claim the same. (b) 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 Company Partnership and each such Guarantor agrees to take any and all actions, including the filing of the Subsidiary Guarantors irrevocably appoints CT Corporation Systemany and all documents and instruments, as its authorized agent in the State of New York upon which process that may be served necessary so that once made such appointment shall continue in any such suit or proceedings, full force and agrees that service effect as aforesaid. Service of process upon the Authorized Agent with respect to any such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, action shall be deemed deemed, in every respect respect, effective service of process upon the Company Partnership or any Subsidiary Guarantor in any such suit or proceeding. Each of Guarantor, as the Company and each of the Subsidiary Guarantors further agrees to take any and all action as case may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indenturebe.

Consent to Jurisdiction and Service of Process. (a) Each New Valley and each Seller hereby irrevocably appoints the President of New Valley Corporation, at its offices at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the Purchaser hereby irrevocably appoints the President of GBI Capital Management Corp., at its offices at 0000 Xxxxxxx Xxxxxx, Bethpage, New York 11714, its lawful agent and attorney to accept and acknowledge service of any and all process against it in any action, suit or proceeding arising out of or relating to this Agreement or any of the Company and each Transaction Documents or any of the Subsidiary Guarantors irrevocably consents to transactions contemplated thereby and upon whom such process may be served, with the non-exclusive jurisdiction of the courts same effect as if such Party were a resident of the State of New York and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that in the courts case of any service upon such agent and attorney, the Party effecting such service shall also deliver a copy thereof to the other Parties at the address and in the manner specified in Section 10.2. New Valley, the Sellers and the Purchaser will enter into such agreements with such agents as may be necessary to constitute and continue the appointment of such agents hereunder. In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, such Party will appoint a successor agent and attorney in the City of New York, reasonably satisfactory to the other Parties, with like powers. Each Party hereby irrevocably submits to the exclusive jurisdiction of the United States of America located in District Court for the Borough of Manhattan, City and State Southern District of New York over or any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts court of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought Manhattan in the courts of the State City of New York in any such action, suit or proceeding arising out of or relating to this Agreement or any of the United States Transaction Documents or any of Americathe transactions contemplated thereby, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees that any such action, suit or proceeding shall be brought only in such court; provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Section 10.12 and shall not be deemed to plead be a general submission to the jurisdiction of said courts or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process other than for such purpose. Each Party hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may be served in now or hereafter have to the laying of the venue of any such action, suit or proceedings, proceeding brought in such a court and agrees any claim that service of process upon such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor in any such action, suit or proceeding. Each of the Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain proceeding brought in such designation and appointment of such agent a court has been brought in full force and effect for a period of ten years from the date of this Indenturean inconvenient forum.

Consent to Jurisdiction and Service of Process. (a) Each of Guarantor that is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States (including the States and the District of America located Columbia) (each a "Non-U.S. Guarantor") hereby appoints CT Corporation System as the authorized agent thereof (the "Authorized Agent") upon whom process may be served in the Borough of Manhattanany action, City and State of New York over any suit, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Securities which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the The Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Security, and each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service laying of process upon the Company or any Subsidiary Guarantor in 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 of the Company and each of the Subsidiary Guarantors further Non-U.S. Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of Guarantor that is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States (including the States and the District of America located Columbia) (each a "Non-U.S. Guarantor") hereby appoints the principal office of CT Corporation System in the Borough of Manhattan, The City and State of New York over which, on the date hereof, is located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the authorized agent thereof (the "Authorized Agent") upon whom process may be served in any suitaction, action suit or proceeding with respect to this arising out of or based on the Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture Guaranty or the transactions contemplated hereby Securities which may be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the The Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Security, and each Non-United States Guarantor hereby waives any objection which it may now or hereafter have to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service laying of process upon the Company or any Subsidiary Guarantor in 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 of the Company and each of the Subsidiary Guarantors further Non-U.S. Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 Operating Partnership shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of the The Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the The Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the The Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address of the Company or its counsel as provided in Section 12.02 hereof1.05 of the Base Indenture, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor in any such suit or proceeding. Each of the The Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for so long as this First Supplemental Indenture shall be in full force and effect; provided that the Company may and shall (to the extent that CT Corporation Systems ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 11.08 that: (i) maintains an office located in the Borough of Manhattan, City and State of New York; (ii) is either (A) counsel for the Company; or (B) a period corporate service company which acts as agent for service of ten years from process for other Persons in the date ordinary course of its business; and (iii) agrees to act as agent for service of process in accordance with this IndentureSection 11.08.

Consent to Jurisdiction and Service of Process. (a) Each Guarantor that is organized outside of the Company and each of the Subsidiary Guarantors United States irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or Indenture, the transactions contemplated hereby, the Notes or the Guarantees and for actions brought under federal or state securities laws. Each of the The Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or Indenture, the transactions contemplated hereby hereby, the Notes or the Guarantees or federal or state securities laws in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each Guarantor that is organized outside of the Company and each of the Subsidiary Guarantors United States irrevocably appoints CT Corporation SystemMoore NA, as its authorized agent in the State of New York upon which process xxxxxxx may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemMoore NA, by the person serving the same to the address provided in stipulated purxxxxx xx Section 12.02 hereof12.02, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor in any such suit or proceeding. Each Guarantor that is organized outside of the Company and each of the Subsidiary Guarantors United States further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten 10 years from the date of this Indenture.

Consent to Jurisdiction and Service of Process. (a) Each of the The Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Third Supplemental Indenture or the transactions contemplated hereby. Each of the The Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Third Supplemental Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the The Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address of the Company or its counsel as provided in Section 12.02 hereof1.05 of the Base Indenture, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor in any such suit or proceeding. Each of the The Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for so long as this Third Supplemental Indenture shall be in full force and effect; provided that the Company may and shall (to the extent that CT Corporation Systems ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 11.08 that: (i) maintains an office located in the Borough of Manhattan, City and State of New York; (ii) is either (A) counsel for the Company; or (B) a period corporate service company which acts as agent for service of ten years from process for other Persons in the date ordinary course of its business; and (iii) agrees to act as agent for service of process in accordance with this IndentureSection 11.08.

Consent to Jurisdiction and Service of Process. (a) Each The Company and each of the Guarantors agree that any suit, action or proceeding against any of them brought by any Holder or the Trustee arising out of or based upon this Indenture, the Notes or the Guarantees may be instituted in any state or Federal court in the Borough of Manhattan in The City of New York, New York, and waive any objection which each of them may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submit to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. (b) By the execution and delivery of this Indenture or any amendment or supplement hereto, each of the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York (i) acknowledges that it has, by separate written instrument, designated and the courts of the United States of America appointed National Corporate Research, Ltd. currently located at 00 Xxxx 00xx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as its authorized agent upon which process may be served in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to to, arising out of, or relating to, the Notes, this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives Guarantees, that may be instituted in any objection that it may have to the venue of any suit, action Federal or proceeding with respect to this Indenture or the transactions contemplated hereby state court in the courts of the State of New York or the courts York, The City of the United States of AmericaNew York, in each case, located in the Borough of Manhattan, City or brought under Federal or state securities laws or brought by the Trustee or the Paying Agent (whether in its individual capacity or in its capacity as Trustee or the Paying Agent, as the case may be, hereunder), and State acknowledges that National Corporate Research, Ltd. has accepted such designation, (ii) submits to the jurisdiction of New York, or that any such court in any such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedingsproceeding, and (iii) agrees that service of process upon such agentNational Corporate Research, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, Ltd. shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor such Guarantor, as the case may be, in any such suit suit, action or proceeding. Each The Company and each of the Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of National Corporate Research, Ltd. in full force and effect so long as this Indenture shall be in full force and effect; provided that the Company and each of the Subsidiary Guarantors further may and shall (to the extent National Corporate Research, Ltd. ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 1.13 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company and the Guarantor or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business and (iii) agrees to take any and all action act as may be necessary to maintain such designation and appointment agent for service of process in accordance with this Section 1.13. Such notice shall identify the name of such agent for process and the address of such agent for process in full force the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and effect for a period each of ten years the Guarantors appointed and acting in accordance with this Section 1.13. (c) To the extent that the Company or any of the Guarantors has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the date Company and each of the Guarantors hereby irrevocably waives such immunity in respect of their obligations under this Indenture, the Notes and the Guarantees, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. (a) Each of the Company and each of the Subsidiary Foreign Guarantors irrevocably consents to is not organized under the non-exclusive jurisdiction of the courts of the State of New York and the courts of laws the United States (including the States thereof and the District of America located Columbia) and therefore hereby appoints Nabors Delaware as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in the Borough of Manhattanany action, City and State of New York over any suit, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Securities which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the Borough of Manhattan, The City and State of New York was brought in an inconvenient court York, by the Holder of any Security, and agrees not to plead or claim the same. (b) Each fullest extent permitted by applicable law, each of the Company and each the Foreign Guarantors 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 Subsidiary Guarantors irrevocably appoints CT Corporation SystemHolders from time to time of the Securities, as 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 in for such purpose, and such successor’s acceptance of such appointment, shall have occurred. The Company and each Foreign Guarantor agrees to take any and all actions, including the State filing of New York upon which process any and all documents and instruments, that may be served necessary to continue such appointment in any such suit or proceedings, full force and agrees that service effect as aforesaid. Service of process upon the Authorized Agent with respect to any such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, action shall be deemed deemed, in every respect respect, effective service of process upon the Company and each Foreign Guarantor. Notwithstanding the foregoing, any action against the Company or a Foreign Guarantor arising out of or based on any Subsidiary Guarantor Security or the Guarantees may also be instituted by the Holder of such Security in any court in the jurisdiction of organization of the Company or such suit or proceeding. Each of Foreign Guarantor, and the Company and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. Nabors Delaware hereby accepts the Subsidiary Guarantors further agrees to take any and all action foregoing appointments as may be necessary to maintain such designation and appointment agent for service of such agent in full force and effect for a period of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of Subsidiary Guarantor that is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States or any state thereof (each a "Non-U.S. Subsidiary Guarantor") hereby appoints the principal office of America located CT Corporation System in the Borough of Manhattan, The City and State of New York over which, on the date hereof, is located at 1633 Broadway, New York, New York 10019, as the authorized axxxx xxxxxxx (xxx "Xxxxxxxxxx Xxxxx") xpon whom process may be served in any suitaction, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Notes which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the The Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Note, and each Non-U.S. Subsidiary Guarantor hereby waives any objection which it may now have to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service laying of process upon the Company or any Subsidiary Guarantor in 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 of the Company and each of the Non-U.S. Subsidiary Guarantors further Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit suit, action or proceedingsproceedings with respect to this Indenture, the Notes or the Guarantees, and agrees that service of process upon such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor in any such suit or proceeding. Each of the Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indenture.

Consent to Jurisdiction and Service of Process. (a) Each of undersigned Guarantor that is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States (including the States and the District of America located Columbia) (each a "Non-U.S. Guarantor") hereby appoints the principal office of CT Corporation System in the Borough of Manhattan, The City and State of New York over which, on the date hereof, is located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the authorized agent thereof (the "Authorized Agent") upon whom process may be served in any suitaction, action suit or proceeding with respect to this arising out of or based on the Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture Guaranty or the transactions contemplated hereby Securities which may be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the The Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Security, and each Non-United States Guarantor hereby waives any objection which it may now or hereafter have to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service laying of process upon the Company or any Subsidiary Guarantor in 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 of the Company and each of the Subsidiary Guarantors further Non-U.S. Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 Partnership shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of undersigned Guarantor that is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States (including the States and the District of America located Columbia) (each a "Non-U.S. Guarantor") hereby appoints the principal office of CT Corporation System in the Borough of Manhattan, The City and State of New York over which, on the date hereof, is located at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx the authorized agent thereof (the "Authorized Agent") upon whom process may be served in any suitaction, action suit or proceeding with respect to this arising out of or based on the Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture Guaranty or the transactions contemplated hereby Securities which may be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the The Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Security, and each Non-United States Guarantor hereby waives any objection which it may now or hereafter have to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service laying of process upon the Company or any Subsidiary Guarantor in 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 of the Company and each of the Subsidiary Guarantors further Non-U.S. Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 Partnership shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of Subsidiary Guarantor that is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States or any state thereof (each a "Non-U.S. Subsidiary Guarantor") hereby appoints the principal office of America located CT Corporation System in the Borough of Manhattan, The City and State of New York over which, on the date hereof, is located at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx the authorized agent thereof (the "Authorized Agent") upon whom process may be served in any suitaction, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Securities which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the The Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Security, and each Non-U.S. Subsidiary Guarantor hereby waives any objection which it may now have to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service laying of process upon the Company or any Subsidiary Guarantor in 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 of the Company and each of the Non-U.S. Subsidiary Guarantors further Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of the The Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive nonexclusive jurisdiction of the courts any court of the State of New York and the courts of the or any United States of America located Federal court sitting, in each case, in the Borough of Manhattan, City Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and State any appellate court from any thereof, and waives any immunity from the jurisdiction of New York such courts over any suit, action or proceeding that may be brought in connection with respect to this Indenture or the transactions contemplated herebySecurities. Each of The Company irrevocably waives, to the Company and each of the Subsidiary Guarantors waives fullest extent permitted by law, any objection that it may have to the venue of any suit, action or proceeding that may be brought in connection with respect to this Indenture or the transactions contemplated hereby Securities in such courts whether on the courts grounds of venue, residence or domicile or on the State of New York ground that any such suit, action or the courts of the United States of America, proceeding has been brought in each case, located an inconvenient forum. The Company agrees that final judgment in the Borough of Manhattan, City and State of New York, or that any such suit, action or proceeding brought in such court shall be conclusive and binding upon the courts Company and may be enforced in any court to the jurisdiction of which the Company is subject by a suit upon such judgment; provided that service of process is effected upon the Company in the manner provided by this Indenture. Notwithstanding the foregoing, any suit, action or proceeding brought in connection with this Indenture or the Securities against the Company may be instituted in any competent court in Panama or the Republic of Chile. (b) The Company agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture or the Securities against the Company in any court of the State of New York or the any United States of AmericaFederal court sitting, in each case, located in the Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of York, may be made upon CT Corporation System at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent for service of process. The Company represents and warrants that CT Corporation System has agreed to act as the Company’s agent for service of process. The Company agrees that such appointment shall be irrevocable so long as any of the Securities remain outstanding or until the irrevocable appointment by the Company of a successor in the State The City of New York upon which process may be served in any as its authorized agent for such suit or proceedings, purpose and agrees that service the acceptance of process upon such agent, and written notice of said service to CT Corporation System, appointment by the person serving the same to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service of process upon the such successor. The Company or any Subsidiary Guarantor in any such suit or proceeding. Each of the Company and each of the Subsidiary Guarantors further agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect as aforesaid. If CT Corporation System shall cease to act as the agent for a period service of ten years from process for the date Company, the Company shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York or any United States Federal court, in each case, in the Borough of Manhattan, The City of New York, service of process upon CT Corporation System, as the authorized agent of the Company for service of process, and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. (c) Nothing in this IndentureSection shall affect the right of any party to serve legal process in any other manner permitted by law or affect the right of any party to bring any action or proceeding against any other party or its property in the courts of other jurisdictions.

Consent to Jurisdiction and Service of Process. (a) Each of the Company and Pursuant to New York General Obligations Law, Section 5-1402, each of the Subsidiary Guarantors parties hereto hereby irrevocably consents submits to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America any federal or state court located in within the Borough of ManhattanManhattan in New York, City New York, over any dispute arising out of or relating to this Agreement or any of the transaction documents or any of the other transactions hereby or thereby, and State each party hereby irrevocably agrees that all claims in respect of New York over such dispute or any suit, action or proceeding with respect to this Indenture or the transactions contemplated herebyrelated thereto may be heard and determined in (and only in) such courts. Each of the Company and each of parties hereby irrevocably waives, to the Subsidiary Guarantors waives fullest extent permitted by Law, any objection that which it may now or hereafter have to the laying of venue of any suit, action such dispute brought in any such court or proceeding with respect to this Indenture any defense of inconvenient or otherwise inappropriate forum for the transactions contemplated hereby in the courts maintenance of such dispute. Each of the State parties hereto agrees that a judgment of New York any such court in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Without limiting the courts foregoing, Sellers’ Representative agrees that service of the United States process on its as provided in Section 12.5 shall be deemed effective service of Americaprocess. Buyers’ Parent irrevocably designates, in each caseappoints and empowers Fitesa Simpsonville Inc., 840 XX Xxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 xx such other address where such representative office may be located in the Borough of Manhattan, City and State of New York, and its successors and assigns, as its true and lawful agent for service of process to receive and accept on its behalf service of process only with respect to any Actions arising out of or that such suit, action or proceeding brought in relating to the courts Agreement and the transactions contemplated by this Agreement and for no other purpose. Failure of the State agent to give notice of New York any service of process to Buyers’ Parent shall not affect the validity of service on such agent or any proceeding based on such service. Buyers’ Parent shall be responsible for all fees and expenses payable to such agent. A copy of all process served on the United States of America, agent shall be provided pursuant to Section 12.5 or to such other address as the agent may designate in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not writing from time to plead or claim the sametime. (bc) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided Nothing contained in Section 12.02 hereof, 12.10(a) shall be deemed in every respect effective service limit the right of process upon the Company Buyers or any Subsidiary Guarantor in any such suit or proceeding. Each of the Company and each of the Subsidiary Guarantors further agrees Sellers to take any action in any court of competent jurisdiction for the purposes of enforcing any judgment or any equitable remedy or relief, nor shall the taking of any such action by Buyers or Sellers in one or more jurisdictions preclude the taking of any such action in any other jurisdiction (whether concurrently or not) if and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indentureextent permitted by Law.

Consent to Jurisdiction and Service of Process. (a) Each of the The Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the The Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action ac- tion or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of ManhattanManhat- tan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the The Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation SystemCascades USA Inc., as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemCascades USA Inc., by the person per- son serving the same to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor in any such suit or proceeding. Each of the The Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten 10 years from the date of this Indenture.

Consent to Jurisdiction and Service of Process. The Company is not organized under the laws the United States (aincluding the States thereof and the District of Columbia) Each and therefore hereby appoints the principal office of the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State CT Corporation System in The City of New York and which, on the courts of date hereof, is located at 111 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx the United States of America located authorized agent thereof (the "Authorized Agent") upon whom process may be served in the Borough of Manhattanany action, City and State of New York over any suit, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Securities which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew -42- 48 York, in each case, located either case in the The Borough of Manhattan, The City and State of New York was brought in an inconvenient court York, by the Holder of any Security, and agrees not to plead the fullest extent permitted by applicable law, the Company hereby waives any objection which it may now or claim hereafter have to the same. (b) Each laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Company and each Holders from time to time of the Subsidiary Guarantors irrevocably appoints CT Corporation SystemSecurities, as 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 in for such purpose, and such successor's acceptance of such appointment, shall have occurred. The Company agrees to take any and all actions, including the State filing of New York upon which process any and all documents and instruments, that may be served necessary to continue such appointment in any such suit or proceedings, full force and agrees that service effect as aforesaid. Service of process upon the Authorized Agent with respect to any such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, action shall be deemed deemed, in every respect respect, effective service of process upon the Company. Notwithstanding the foregoing, any action against the Company arising out of or based on any Subsidiary Guarantor Security may also be instituted by the Holder of such Security in any court in the jurisdiction of organization of the Company, and the Company expressly accepts the jurisdiction of any such court in any such suit or proceedingaction. Each The Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of the Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of the Company Issuer and each of the Subsidiary Guarantors Guarantor irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company Issuer and each of the Subsidiary Guarantors Guarantor waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company Issuer and each of Guarantor domiciled outside the Subsidiary Guarantors United States hereby irrevocably appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized their agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that for service of process upon such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor in any such suit suit, action or proceeding. Each of proceeding with respect to this Indenture, the Company Notes, the Note Guarantees, the Security Documents, the Intercreditor Agreement and the Registration Rights Agreement brought in any Federal or state court located in New York City and each of such parties shall submit to the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indenturejurisdiction thereof.

Consent to Jurisdiction and Service of Process. (a) Each of Guarantor that is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States (including the States and the District of America located Columbia) (each a "Non-U.S. Guarantor") hereby appoints the principal office of CT Corporation System in the Borough of Manhattan, The City and State of New York over which, on the date hereof, is located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the authorized agent thereof (the "Authorized Agent") upon whom process may be served in any suitaction, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Securities which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the The Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Security, and each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service laying of process upon the Company or any Subsidiary Guarantor in 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 of the Company and each of the Subsidiary Guarantors further Non-U.S. Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of The Guarantor is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of laws the United States (including the States thereof and the District of America located Columbia) and therefore it hereby appoints the Company as the authorized agent thereof (the "Authorized Agent") upon whom process may be served in the Borough of Manhattanany action, City and State of New York over any suit, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Securities which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the Borough of Manhattan, The City and State of New York was brought in an inconvenient court York, by the Holder of any Security, and agrees not to plead the fullest extent permitted by applicable law, the Guarantor hereby waives any objection which it may now or claim hereafter have to the same. (b) Each laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Company and each Holders from time to time of the Subsidiary Guarantors irrevocably appoints CT Corporation SystemSecurities, as 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 in for such purpose, and such successor's acceptance of such appointment, shall have occurred. The Guarantor agrees to take any and all actions, including the State filing of New York upon which process any and all documents and instruments, that may be served necessary to continue such appointment in any such suit or proceedings, full force and agrees that service effect as aforesaid. Service of process upon the Authorized Agent with respect to any such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, action shall be deemed deemed, in every respect respect, effective service of process upon the Company Guarantor. Notwithstanding the foregoing, any action against the Guarantor arising out of or based on any Subsidiary Security or the Guarantees may also be instituted by the Holder of such Security in any court in the jurisdiction of organization of the Guarantor, and the Guarantor expressly accepts the jurisdiction of any such court in any such suit or proceedingaction. Each The Company hereby accepts the foregoing appointment as agent for service of the Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of the The Company and each of the Subsidiary Guarantors irrevocably consents to Bermuda Guarantor are not organized under the non-exclusive jurisdiction of the courts of the State of New York and the courts of laws the United States (including the States thereof and the District of America located 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 the Borough of Manhattanany action, City and State of New York over any suit, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Securities which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the Borough of Manhattan, The City and State of New York was brought York, by the Holder of any Security, and to the fullest extent permitted by applicable law, each of the Company and the Bermuda 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 an inconvenient court respect of any such action, suit or proceeding, for itself and agrees not with respect to plead or claim its properties, revenues and assets. Such appointment shall be irrevocable unless and until the same. (b) 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 each the Bermuda Guarantor agrees to take any and all actions, including the filing of the Subsidiary Guarantors irrevocably appoints CT Corporation Systemany and all documents and instruments, as its authorized agent in the State of New York upon which process that may be served necessary to continue such appointment in any such suit or proceedings, full force and agrees that service effect as aforesaid. Service of process upon the Authorized Agent with respect to any such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, action shall be deemed deemed, in every respect respect, effective service of process upon the Company or the Bermuda Guarantor, as the case may be. Notwithstanding the foregoing, any Subsidiary 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 Security in any such suit court in the jurisdiction of organization of the Company or proceeding. Each the Bermuda Guarantor, as the case may be, and each of the Company and each the Bermuda Guarantor expressly accepts the jurisdiction of any such court in any such action. The U.S. Guarantor hereby accepts the Subsidiary Guarantors further agrees to take any and all action foregoing appointment as may be necessary to maintain such designation and appointment agent for service of such agent in full force and effect for a period of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each The Company hereby irrevocably appoints, each Zimin Shareholder hereby irrevocably appoints, and each Telenor Shareholder hereby irrevocably appoints, CT Corporation System, located on the date hereof at 0000 Xxxxxxxx, Xxx Xxxx, XX 00000, XXX, as its true and lawful agent and attorney to accept and acknowledge service of any and all process against it in any action, suit or proceeding arising out of or relating to this Agreement or any of the Company other Principal Agreements or any of the transactions contemplated hereby or thereby and upon whom such process may be served, with the same effect as if such party were a resident of the State of New York and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that the party effecting such service shall also deliver a copy thereof to each other party at the address and in the manner specified in Section 6.02. The Company, each Zimin Shareholder and each Telenor Shareholder will enter into such agreements with such agent as may be necessary to constitute and continue the appointment of such agent hereunder. In the Subsidiary Guarantors event that any such agent and attorney resigns or otherwise becomes incapable of acting, the affected party will appoint a successor agent and attorney in New York reasonably satisfactory to each other party, with like powers. Each party hereby irrevocably consents submits to the non-exclusive jurisdiction of the courts of United States District Court for the State Southern District of New York and the courts of any New York state court sitting in New York City, in any such action, suit or proceeding arising out of or relating to this Agreement or any of the United States other Principal Agreements or any of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby or thereby, and agrees that any such action, suit or proceeding shall be brought only in such court, provided, however, that such consent to jurisdiction is solely for the purpose referred to in Section 6.09 and shall not be deemed to be a general submission to the jurisdiction of said courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which other than for such purpose. Each party hereby irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit or proceeding brought in such a court and any claim that any such action, suit or proceeding brought in such a court has been brought in an inconvenient forum. Nothing herein shall affect the right of any party to serve process may be served in any such suit other manner permitted by Law or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation System, by commence legal proceedings or otherwise proceed against the person serving the same to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor other in any such suit or proceeding. Each of the Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indentureother jurisdiction.

Consent to Jurisdiction and Service of Process. (a) Each of the Company and each of the Subsidiary Guarantors parties hereto hereby irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts court of the State of New York or the courts of the any United States of AmericaFederal court sitting, in each case, located in the Borough of Manhattan, City Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and State any appellate court from any court thereof, in respect of New Yorkactions, suits or proceedings brought against such party as a defendant arising out of or relating to this Indenture, the Securities, the Note Guarantees or any transaction contemplated hereby or thereby (a “Proceeding”), and waives any immunity (to the fullest extent permitted by applicable law) from the jurisdiction of such courts over any Proceeding that may be brought in connection with this Indenture or the Securities and any right to which it may be entitled on account of place of residence or domicile. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that final judgment in any such Proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided, in the case of the Company, that service of process is effected upon the Company in the manner provided by this Indenture. (b) The Company and the Subsidiary Guarantors agree that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture, the courts Securities and the Note Guarantees against the Company and the Subsidiary Guarantors in any court of the State of New York or the any United States of AmericaFederal court sitting, in each case, located in the Borough of Manhattan, The City of New York, may be made upon Cogency Global Inc., 00 Xxxx 00xx Xxxxxx, 00xx floor, Xxx Xxxx, Xxx Xxxx, 00000, Xxxxxx Xxxxxx, whom the Company and State Subsidiary Guarantors irrevocably appoint as their authorized agent for service of process. The Company and the Subsidiary Guarantors represent and warrant that National Corporate Research Ltd., the Company and the Subsidiary Guarantors’ authorized representative in the United States, has agreed to act as the Company and the Subsidiary Guarantors’ agent for service of process. The Company and the Subsidiary Guarantors agree that such appointment shall be irrevocable so long as any of the Securities remain outstanding or until the irrevocable appointment by the Company and the Subsidiary Guarantors of a successor in The City of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Company and the Subsidiary Guarantors further agree to take any and all action, including the filing of any and all documents and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. If Cogency Global Inc. shall cease to act as the agent for service of process for the Company or any Subsidiary Guarantor, the Company or such Subsidiary Guarantor shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York upon which process may be served or any United States Federal court, in any such suit or proceedingseach case, and agrees that in the Borough of Manhattan, The City of New York, service of process upon such agenton Cogency Global Inc. as the authorized agent of the Company and the Subsidiary Guarantors for service of process, and written notice of said such service to CT Corporation System, by the person serving Company and the same to the address provided in Section 12.02 hereofSubsidiary Guarantors, shall be deemed deemed, in every respect respect, effective service of process upon the Company or and the Subsidiary Guarantors. (c) Nothing in this Section 15.15 shall affect the right of any party to serve legal process in any other manner permitted by law. CONSTELLATION OIL SERVICES HOLDING S.A., as Company By: Name: Title: By: Name: Title: CONSTELLATION OVERSEAS LTD., as Subsidiary Guarantor in any such suit or proceeding. Each By: Name: Signed for and on behalf of Constellation Overseas Ltd. by Xxxxxxx Xxxxxxx Title: Director LONE STAR OFFSHORE LTD., as Subsidiary Guarantor By: Name: Signed for and on behalf of Lone Star Offshore Ltd. by Xxxxxxx Xxxxxxx Title: Director GOLD STAR EQUITIES LTD., as Subsidiary Guarantor By: Name: Signed for and on behalf of Gold Star Equities Ltd. by Xxxxxxx Xxxxxxx Title: Director ARAZI S.À X.X., as Subsidiary Guarantor By: Name: Title: By: Name: Title: XXXXXX INTERNATIONAL INC., as Subsidiary Guarantor By: Name: Signed for and on behalf of Xxxxxx International Inc. by Xxxxxxx Xxxxxxx Title: Director STAR INTERNATIONAL DRILLING LIMITED, as Subsidiary Guarantor By: Name: Signed for and on behalf of Star International Drilling Limited by Xxxxxxx Xxxxxxx Title: Director ALPHA STAR EQUITIES LTD., as Subsidiary Guarantor By: Name: Signed for and on behalf of Alpha Star Equities Ltd. by Xxxxxxx Xxxxxxx Title: Director HOPELAKE SERVICES LTD., as Subsidiary Guarantor By: Name: Signed for and on behalf of Hopelake Services Ltd. by Xxxxxxx Xxxxxxx Title: Director LANCASTER PROJECTS CORP., as Subsidiary Guarantor By: Name: Signed for and on behalf of Lancaster Projects Corp. by Xxxxxxx Xxxxxxx Title: Director AMARALINA STAR HOLDCO 1 LTD, as Subsidiary Guarantor By: Name: Signed for and on behalf of Amaralina Star Holdco 1 Ltd. by Xxxxxxx Xxxxxxx Title: Director LAGUNA STAR HOLDCO 1 LTD, as Subsidiary Guarantor By: Name: Signed for and on behalf of Laguna Star Holdco 1 Ltd. by Xxxxxxx Xxxxxxx Title: Director BRAVA STAR HOLDCO 1 LTD, as Subsidiary Guarantor By: Name: Signed for and on behalf of Brava Star Holdco 1 Ltd. by Xxxxxxx Xxxxxxx Title: Director [LANCASTER HOLDCO 1], as Subsidiary Guarantor By: Name: Signed for and on behalf of [Lancaster Holdco 1] by Xxxxxxx Xxxxxxx Title: Director [ARAZI HOLDCO 1], as Subsidiary Guarantor By: Name: Title: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Registrar, Transfer Agent and Paying Agent By: Name: Title: [Insert the Global Note Legend, if applicable pursuant to the provisions of the Company and each Indenture] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [Insert the applicable Private Placement Legend, if applicable pursuant to the provisions of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indenture] [Rule 144A Global Note:] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE OR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) IN ACCORDANCE WITH RULE 144A, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES THAT IT WILL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. THIS LEGEND MAY BE REMOVED SOLELY AT THE DISCRETION AND AT THE DIRECTION OF THE COMPANY. [Regulation S Global Note:] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR U.S. FEDERAL INCOME TAX PURPOSES. HOLDERS MAY OBTAIN THE ISSUE PRICE, TOTAL AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY BY CONTACTING THE COMPANY.

Consent to Jurisdiction and Service of Process. (a) Each of the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor in any such suit or proceeding. Each of the Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indenture.. 80

Consent to Jurisdiction and Service of Process. (a) Each party: (i) hereby irrevocably consents and agrees for the benefit of the Company and each of Secured Parties that the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the federal or state courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, The City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York shall have jurisdiction over any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Subordination Agreement; (ii) irrevocably waives any objection it may now or hereafter have to the courts laying of venue of any action or proceeding in any such court and any claim it may now or hereafter have that any action or proceeding has been brought in an inconvenient forum; and (iii) irrevocably consents and agrees that the submission to the jurisdiction of the United States of America, in each case, located federal or state courts in the Borough of Manhattan, The City and State of New York, or that such suit, action or proceeding brought York in the courts of the State of New York shall not limit the rights of the Senior Creditor Group Representatives (on behalf of the Senior Creditors) to bring any action or proceeding in any other court of competent jurisdiction nor shall the bringing of any action or the United States taking of Americaany proceedings in any other jurisdiction (whether concurrently or not) limit such rights, in each case, located to the extent permitted by applicable law. (b) Without prejudice to any other mode of service allowed under any relevant law, the Subordinated Creditor: (i) agrees that failure by a process agent to notify it of the process will not invalidate the proceedings concerned; (ii) shall maintain a duly appointed and authorized agent for service of process in relation to any proceedings before the federal or state courts in the Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any connection with this Agreement and shall keep the Security Trustee advised of the identity and location of such suit or proceedings, and agrees that agent; and (iii) hereby irrevocably authorizes the Security Trustee to appoint an agent for service of process upon such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service of process upon the Company or on its behalf should it at any Subsidiary Guarantor in any such suit or proceeding. Each of the Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary time fail to maintain such designation and appointment of such agent in full force and effect for a period process agent in accordance with this Section 3.11, and the Security Trustee shall promptly notify it of ten years from the date of this Indentureany such appointment.

Consent to Jurisdiction and Service of Process. (a) Each LTGI and Berliner each hereby irrevocably appoints the President of New Valley Corporation, at its office at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the Securing Party hereby irrevocably appoints the President of GBI Capital Management Corp., at its offices at 0000 Xxxxxxx Xxxxxx, Bethpage, New York 11714, its lawful agent and attorney to accept and acknowledge service of any and all process against it in any action, suit or proceeding arising out of or relating to this Agreement or any of the Company transactions contemplated hereby and each of upon whom such process may be served, with the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts same effect as if such Party were a resident of the State of New York and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that in the courts case of any service upon such agent and attorney, the Party effecting such service shall also deliver a copy thereof to the other Parties at the address and in the manner specified in Section 6.02. LTGI, Berliner and the Securing Party will enter into such agreements with such agents as may be necessary to constitute and continue the appointment of such agents hereunder. In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, such Party will appoint a successor agent and attorney in the City of New York, reasonably satisfactory to the other Parties, with like powers. The Lender hereby agrees that service of process in any action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby may be made upon it by registered mail, return receipt requested, at the address specified in Section 3.1 of the Loan Agreement. Each Party hereby irrevocably submits to the exclusive jurisdiction of the United States of America located in District Court for the Borough of Manhattan, City and State Southern District of New York over or any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts court of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought Manhattan in the courts of the State City of New York in any such action, suit or proceeding arising out of or relating to this Agreement or any of the United States of Americatransactions contemplated hereby, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees that any such action, suit or proceeding shall be brought only in such court, provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Section 6.10 and shall not be deemed to plead be a general submission to the jurisdiction of said courts or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York other than for such purpose. Each Party hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit or proceeding brought in such a court and any claim that any such action, suit or proceeding brought in such a court has been brought in an inconvenient forum. EACH PARTY HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THIS AGREEMENT. As used in this Section 6.10, the term "Party" includes the Collateral Agent, upon which whom service of process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service made by registered mail addressed to CT Corporation System, by the person serving the same to it at the address provided specified in Section 12.02 hereof, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor in any such suit or proceeding6.02. Each of the Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indenture.[Signature page follows]

Consent to Jurisdiction and Service of Process. (a) Each of Subsidiary Guarantor that is not organized under the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts laws of the United States (including the States and the District of America located Columbia) (each a "Non-U.S. Subsidiary Guarantor") hereby appoints the principal office of CT Corporation System in the Borough of Manhattan, The City and State of New York over which, on the date hereof, is located at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx the authorized agent thereof (the "Authorized Agent") upon whom process may be served in any suitaction, action suit or proceeding with respect to arising out of or based on this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it Notes which may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby be instituted in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts Supreme Court of the State of New York or the United States District Court for the Southern District of AmericaNew York, in each case, located either case in the The Borough of Manhattan, The City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation SystemYork, by the person serving the same Holder of any Note, and each Non-U.S. Subsidiary Guarantor hereby waives any objection which it may now or hereafter have to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service laying of process upon the Company or any Subsidiary Guarantor in 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 of the Company and each of the Non-U.S. Subsidiary Guarantors further Guarantor agrees to take any and all action as actions, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent 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 Company shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for a period service of ten years from the date of this Indentureprocess.

Consent to Jurisdiction and Service of Process. (a) Each of the The Company and each of the Subsidiary Guarantors Guarantor irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York and County of New York, over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the The Company and each of the Subsidiary Guarantors Guarantor waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough City of Manhattan, City New York and State County of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough City of Manhattan, City New York and State County of New York was brought in an inconvenient court and agrees not to plead or claim the same. (b) Each of the The Company and each of the Subsidiary Guarantors Guarantor irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation System000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, by the person serving the same to the address provided in Section 12.02 hereof12.02, shall be deemed in every respect effective service of process upon the Company or any and each Subsidiary Guarantor in any such suit or proceeding. Each of the Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indenture.or