Common use of Consent to Jurisdiction and Service Clause in Contracts

Consent to Jurisdiction and Service. Each of the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary shall appoint Corporation Service Company as its agent for actions relating to the Notes, this Indenture or the Collateral Documents relating to the Notes or brought under U.S. Federal or state securities laws brought in any U.S. Federal or state court located in the Borough of Manhattan in The City of New York. Each of Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably submit to the personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan in the City of New York in any action arising out of or relating to this Indenture, the Notes or any of the other Collateral Documents relating to the Notes to which each is or is to be a party, or for recognition or enforcement of any judgment, and Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard and determined in any such court of the State of New York or, to the extent permitted by law, in such Federal court. Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture in such courts. Nothing in this Indenture, the Notes or any other Collateral Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Indenture, the Notes or any other Collateral Document in the courts of any jurisdiction.

Consent to Jurisdiction and Service. Each To the fullest extent permitted by applicable law, the Company and each of the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary shall appoint Corporation Service Company as its agent for actions relating Guarantors hereby irrevocably submit to the Notes, this Indenture or the Collateral Documents relating to the Notes or brought under U.S. jurisdiction of any Federal or state securities laws brought in any U.S. Federal or state State court located in the Borough of Manhattan in The City of New York. Each of Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably submit to the personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan in the City of New York in any suit, action or proceeding based on or arising out of or relating to this Indenture, the Agreement or any Notes or any of the other Collateral Documents relating to the Notes to which each is or is to be a party, or for recognition or enforcement of any judgmentExchange Notes, and Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action suit or proceeding may be heard and determined in any such court court. The Company and each of the State of New York or, to the extent permitted by law, in such Federal court. Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee Guarantors irrevocably waive, to the fullest extent permitted by law, any objection which it they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any suit, action or proceeding arising out of or relating to this Indenture brought in such courtsa court has been brought in an inconvenient forum. Nothing The Company and each of the Guarantors agree that final judgment in this Indentureany such suit, the Notes or any other Collateral Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Indenture, brought in such a court shall be conclusive and binding upon the Notes or any other Collateral Document Company and each such Guarantor and may be enforced in the courts of Bermuda (or any jurisdictionother courts to the jurisdiction of which the Company or such Guarantor is subject) by a suit upon such judgment, provided that service of process is effected upon the Company or -------- such Guarantor in the manner specified herein or as otherwise permitted by law. The Company and each of the Guarantors hereby irrevocably designate and appoint CT Corporation System, 0000 Xxxxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx (the "Process Agent"), as the authorized agent of the Company and each such Guarantor upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or any Guarantor. The Company and each of the Guarantors hereby represent to each Initial Purchaser that they have notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company and each of the Guarantors hereby irrevocably authorize and direct the Process Agent to accept such service. The Company and each of the Guarantors further agree that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company and each Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other matter permitted by law. 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 the Process Agent in full force and effect so long as the Company or any Guarantor has any outstanding obligations under this Agreement, the Notes, the Exchange Notes or the Indenture. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company and each such Guarantor hereby irrevocably waive such immunity in respect of their respective obligations under this Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service. Each of the Company, Holdings IParent, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary shall appoint Corporation Service Company as its agent for actions relating to the Notes, this Indenture or the Collateral Documents relating to the Notes or brought under U.S. Federal or state securities laws brought in any U.S. Federal or state court located in the Borough of Manhattan in The City of New York. Each of Issuer, the Company, Holdings IParent, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably submit to the personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan in the City of New York in any action arising out of or relating to this Indenture, the Notes or any of the other Collateral Documents relating to the Notes to which each is or is to be a party, or for recognition or enforcement of any judgment, and Issuer, the Company, Holdings IParent, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard and determined in any such court of the State of New York or, to the extent permitted by law, in such Federal court. Issuer, the Company, Holdings IParent, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture in such courts. Nothing in this Indenture, the Notes or any other Collateral Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Indenture, the Notes or any other Collateral Document in the courts of any jurisdiction.

Consent to Jurisdiction and Service. Each of the Companyparties hereto irrevocably agrees that any suit, Holdings Iaction or proceeding arising out of, Holdings IIrelated to, Holdings III or in connection with this Indenture, the Notes and Holdings IV the Note Guarantees or the transactions contemplated hereby, and any Subsidiary Guarantor that is a Foreign Subsidiary shall appoint Corporation Service Company as its agent for actions relating to the Notes, this Indenture or the Collateral Documents relating to the Notes or brought action arising under U.S. Federal or state securities laws brought laws, may be instituted in any U.S. Federal federal or state court located in the Borough of Manhattan in The State and City of New York. Each of Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably submit to the personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan in the City of New York in any action arising out of or relating to this Indenture, the Notes or any of the other Collateral Documents relating to the Notes to which each is or is to be a party, or for recognition or enforcement of any judgment, and Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee hereby Manhattan; irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard and determined in any such court of the State of New York or, to the extent permitted by law, in such Federal court. Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably waivewaives, to the fullest extent permitted by lawit may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The Parent and each of the Guarantors hereby appoint Globe Specialty Metals, Inc. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding which may be instituted in any Federal or state court located in the State of New York, Borough of Manhattan arising out of or relating to this Indenture in such courts. Nothing in based upon this Indenture, the Notes or the transactions contemplated hereby or thereby, and any action brought under U.S. Federal or state securities laws. The Issuers and each of the Guarantors expressly consents to the jurisdiction of any such court in respect of any such action and waives any other Collateral Document shall affect requirements of or objections to personal jurisdiction with respect ​ thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuers and each of the Guarantors represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuers agree to take any party may otherwise have to bring any action or proceeding relating to this Indentureand all action, including the Notes or any other Collateral Document in the courts filing of any jurisdictionand all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Parent shall be deemed, in every respect, effective service of process upon the Issuers and any Guarantor.

Consent to Jurisdiction and Service. Each of the The Company, Holdings Iand each Guarantor party hereto has appointed CT Corporation System, Holdings II100 Xxxxxx Xxxxxx, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary shall appoint Corporation Service Company 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX as its agent for (the "Authorized Agent") upon whom process may be served in any actions arising out of, based on, or relating to the Notes, this Indenture Indenture, the Note Guaranties or the Collateral Documents relating to the Notes transactions contemplated hereby or brought under U.S. Federal or state securities laws brought in any U.S. Federal or state court located in the Borough of Manhattan in The City of New York. Each of Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably submit expressly consent to the personal jurisdiction of any New York such court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company and each Guarantor party hereto represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company and each of the Guarantors party hereto shall be deemed, in every respect, effective service of process upon the Company and each of the Guarantors party hereto. The parties hereto irrevocably agree that any legal suit, action or proceeding against any of them arising out of, based on, or relating to the Notes, this Indenture or the transactions contemplated hereby may be instituted in any U.S. Federal or state or United States federal court located in the Borough of Manhattan in the The City of New York in any action arising out of or relating to this Indenture, the Notes or any York. Each of the other Collateral Documents relating to the Notes to which each is or is to be a party, or for recognition or enforcement of any judgment, parties hereto expressly and Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard and determined in any such court of the State of New York or, to the extent permitted by law, in such Federal court. Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably waivewaives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Indenture brought in such courtsa court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Nothing in this Indenture, To the Notes or any other Collateral Document shall affect any right extent that any party hereto has or hereafter may otherwise have acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to bring itself or its property, such party irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding relating to this Indenture, the Notes or any other Collateral Document in the courts of any jurisdictionproceeding.

Consent to Jurisdiction and Service. Each of the Companyparties hereto irrevocably agrees that any suit, Holdings Iaction or proceeding arising out of, Holdings IIrelated to, Holdings III or in connection with this Indenture, the Notes and Holdings IV the Note Guarantees or the transactions contemplated hereby, and any Subsidiary Guarantor that is a Foreign Subsidiary shall appoint Corporation Service Company as its agent for actions relating to the Notes, this Indenture or the Collateral Documents relating to the Notes or brought action arising under U.S. Federal or state securities laws brought laws, may be instituted in any U.S. Federal federal or state court located in the Borough of Manhattan in The State and City of New York. Each of Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably submit to the personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan in the City of New York in any action arising out of or relating to this Indenture, the Notes or any of the other Collateral Documents relating to the Notes to which each is or is to be a party, or for recognition or enforcement of any judgment, and Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee hereby Manhattan; irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard and determined in any such court of the State of New York or, to the extent permitted by law, in such Federal court. Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably waivewaives, to the fullest extent permitted by lawit may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The Parent and each of the Guarantors hereby appoint Globe Specialty Metals, Inc. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding which may be instituted in any Federal or state court located in the State of New York, Borough of Manhattan arising out of or relating to this Indenture in such courts. Nothing in based upon this Indenture, the Notes or the transactions contemplated hereby or thereby, and any action brought under U.S. Federal or state securities laws. The Issuer and each of the Guarantors expressly consents to the jurisdiction of any such court in respect of any such action and waives any other Collateral Document shall affect requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer and each of the Guarantors represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any party may otherwise have to bring any action or proceeding relating to this Indentureand all action, including the Notes or any other Collateral Document in the courts filing of any jurisdictionand all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Parent shall be deemed, in every respect, effective service of process upon the Issuer and any Guarantor.

Consent to Jurisdiction and Service. Each of To the Companyfullest extent permitted ------------------------------------ by applicable law, Holdings I, Holdings II, Holdings III the Company and Holdings IV and any Subsidiary the Guarantor that is a Foreign Subsidiary shall appoint Corporation Service Company as its agent for actions relating hereby irrevocably submit to the Notes, this Indenture or the Collateral Documents relating to the Notes or brought under U.S. jurisdiction of any Federal or state securities laws brought in any U.S. Federal or state State court located in the Borough of Manhattan in The City of New York. Each of Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably submit to the personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan in the City of New York in any suit, action or proceeding based on or arising out of or relating to this Indenture, the Agreement or any Notes or any of the other Collateral Documents relating to the Notes to which each is or is to be a party, or for recognition or enforcement of any judgmentExchange Notes, and Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action suit or proceeding may be heard and determined in any such court of the State of New York or, to the extent permitted by law, in such Federal court. Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary The Company and the Trustee Guarantor irrevocably waive, to the fullest extent permitted by law, any objection which it they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any suit, action or proceeding arising out of or relating to this Indenture brought in such courtsa court has been brought in an inconvenient forum. Nothing The Company and the Guarantor agree that final judgment in this Indentureany such suit, the Notes or any other Collateral Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Indenture, brought in such a court shall be conclusive and binding upon the Notes or any other Collateral Document Company and the Guarantor and may be enforced in the courts of Bermuda (or any jurisdictionother courts to the jurisdiction of which the Company or the Guarantor is subject) by a suit upon such judgment, provided that service of process is effected upon the Company or the Guarantor in the manner specified herein or as otherwise permitted by law. The Company and the Guarantor hereby irrevocably designate and appoint CT Corporation System, 0000 Xxxxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx (the "Process Agent"), as the authorized agent of the Company and ------------- the Guarantor upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or the Guarantor. The Company and the Guarantor hereby represent to each Initial Purchaser that they have notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company and the Guarantor hereby irrevocably authorize and direct the Process Agent to accept such service. The Company and the Guarantor further agree that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company and the Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other matter permitted by law. The Company and the Guarantor 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 the Process Agent in full force and effect so long as the Company or the Guarantor has any outstanding obligations under this Agreement, the Notes, the Exchange Notes or the Indenture. To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company and the Guarantor hereby irrevocably waive such immunity in respect of their respective obligations under this Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service. Each of the Companyparties hereto irrevocably agrees that any suit, Holdings Iaction or proceeding arising out of, Holdings IIrelated to, Holdings III or in connection with this Indenture, the Notes and Holdings IV the Note Guarantees or the transactions contemplated hereby, and any Subsidiary Guarantor that is a Foreign Subsidiary shall appoint Corporation Service Company as its agent for actions relating to the Notes, this Indenture or the Collateral Documents relating to the Notes or brought action arising under U.S. Federal or state securities laws brought laws, may be instituted in any U.S. Federal federal or state court located in the Borough of Manhattan in The State and City of New York. Each of Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably submit to the personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan in the City of New York in any action arising out of or relating to this Indenture, the Notes or any of the other Collateral Documents relating to the Notes to which each is or is to be a party, or for recognition or enforcement of any judgment, and Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee hereby Manhattan; irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard and determined in any such court of the State of New York or, to the extent permitted by law, in such Federal court. Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably waivewaives, to the fullest extent permitted by lawit may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The Parent and each of the Guarantors hereby appoints the US Co-Issuer as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding which may be instituted in any Federal or state court located in the State of New York, Borough of Manhattan arising out of or relating to this Indenture in such courts. Nothing in based upon this Indenture, the Notes or the transactions contemplated hereby or thereby, and any action brought under U.S. Federal or state securities laws. The Issuers and each of the Guarantors expressly consents to the jurisdiction of any such court in respect of any such action and waives any other Collateral Document shall affect requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuers and each of the Guarantors represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuers agree to take any party may otherwise have to bring any action or proceeding relating to this Indentureand all action, including the Notes or any other Collateral Document in the courts filing of any jurisdictionand all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Parent shall be deemed, in every respect, effective service of process upon the Issuers and any Guarantor.

Consent to Jurisdiction and Service. Each To the fullest extent permitted by applicable law, the Company and each of the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary shall appoint Corporation Service Company as its agent for actions relating Guarantors hereby irrevocably submit to the Notes, this Indenture or the Collateral Documents relating to the Notes or brought under U.S. jurisdiction of any Federal or state securities laws brought in any U.S. Federal or state State court located in the Borough of Manhattan in The City of New York. Each of Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably submit to the personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan in the City of New York in any suit, action or proceeding based on or arising out of or relating to this Indenture, the Agreement or any Notes or any of the other Collateral Documents relating to the Notes to which each is or is to be a party, or for recognition or enforcement of any judgmentExchange Notes, and Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action suit or proceeding may be heard and determined in any such court court. The Company and each of the State of New York or, to the extent permitted by law, in such Federal court. Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee Guarantors irrevocably waive, to the fullest extent permitted by law, any objection which it they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any suit, action or proceeding arising out of or relating to this Indenture brought in such courtsa court has been brought in an inconvenient forum. Nothing The Company and each of the Guarantors agree that final judgment in this Indentureany such suit, the Notes or any other Collateral Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Indenture, brought in such a court shall be conclusive and binding upon the Notes or any other Collateral Document Company and each such Guarantor and may be enforced in the courts of Bermuda (or any jurisdictionother courts to the jurisdiction of which the Company or such Guarantor is subject) by a suit upon such judgment, provided that -------- service of process is effected upon the Company or such Guarantor in the manner specified herein or as otherwise permitted by law. The Company and each of the Guarantors hereby irrevocably designate and appoint CT Corporation System, 0000 Xxxxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx (the "Process Agent"), as the authorized agent of the Company and each such Guarantor upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or any Guarantor. The Company and each of the Guarantors hereby represent to each Initial Purchaser that they have notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company and each of the Guarantors hereby irrevocably authorize and direct the Process Agent to accept such service. The Company and each of the Guarantors further agree that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company and each Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other matter permitted by law. 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 the Process Agent in full force and effect so long as the Company or any Guarantor has any outstanding obligations under this Agreement, the Notes, the Exchange Notes or the Indenture. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company and each such Guarantor hereby irrevocably waive such immunity in respect of their respective obligations under this Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service. Each To the fullest extent permitted by applicable law, the Company and each of the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary shall appoint Corporation Service Company as its agent for actions relating Guarantors hereby irrevocably submit to the Notes, this Indenture or the Collateral Documents relating to the Notes or brought under U.S. jurisdiction of any Federal or state securities laws brought in any U.S. Federal or state State court located in the Borough of Manhattan in The City of New York. Each of Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably submit to the personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan in the City of New York in any suit, action or proceeding based on or arising out of or relating to this Indenture, the Agreement or any Notes or any of the other Collateral Documents relating to the Notes to which each is or is to be a party, or for recognition or enforcement of any judgmentExchange Notes, and Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action suit or proceeding may be heard and determined in any such court court. The Company and each of the State of New York or, to the extent permitted by law, in such Federal court. Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee Guarantors irrevocably waive, to the fullest extent permitted by law, any objection which it they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any suit, action or proceeding arising out of or relating to this Indenture brought in such courtsa court has been brought in an inconvenient forum. Nothing The Company and each of the Guarantors agree that final judgment in this Indentureany such suit, the Notes or any other Collateral Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Indenture, brought in such a court shall be conclusive and binding upon the Notes or any other Collateral Document Company and each such Guarantor and may be enforced in the courts of Bermuda (or any jurisdictionother courts to the jurisdiction of which the Company or such Guarantor is subject) by a suit upon such judgment, provided that service of process is effected upon the Company or such Guarantor in the manner specified herein or as otherwise permitted by law. The Company and each of the Guarantors hereby irrevocably designate and appoint CT Corporation System, 0000 Xxxxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx (the "Process Agent"), as the authorized agent of the Company and each such Guarantor upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or any Guarantor. The Company and each of the Guarantors hereby represent to each Initial Purchaser that they have notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company and each of the Guarantors hereby irrevocably authorize and direct the Process Agent to accept such service. The Company and each of the Guarantors further agree that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company and each Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other matter permitted by law. 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 the Process Agent in full force and effect so long as the Company or any Guarantor has any outstanding obligations under this Agreement, the Notes, the Exchange Notes or the Indenture. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company and each such Guarantor hereby irrevocably waive such immunity in respect of their respective obligations under this Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service. Each of the CompanyThe Issuer, Holdings II and the Senior Note Guarantors irrevocably and unconditionally (i) agree that any legal suit, action or proceeding against the Issuer, Holdings III or any Senior Note Guarantor arising out of or based upon this Indenture, Holdings III and Holdings IV and the Securities or any Subsidiary Guarantor that is a Foreign Subsidiary shall appoint Corporation Service Company as its agent for actions relating to the Notes, this Indenture Senior Note Guarantee or the Collateral Documents relating to the Notes or brought under U.S. Federal or state securities laws brought transactions contemplated hereby may be instituted in any U.S. Federal or state court located in the Borough of Manhattan in Manhattan, The City of New York. Each of Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably submit to the personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan in the City of New York in any action arising out of or relating to this Indenture, the Notes or any of the other Collateral Documents relating to the Notes to which each is or is to be a party, or for recognition or enforcement of any judgment, and Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee hereby irrevocably and unconditionally agree that all claims in respect courts of such action or proceeding may be heard and determined in any such court of the State of New York or, its own corporate domicile to the extent permitted by law, in such Federal court. Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that it is a Foreign Subsidiary defendant and the Trustee irrevocably (ii) waive, to the fullest extent permitted by lawthey may effectively do so, any objection which it they may now or hereafter have to the laying of venue of any suitsuch proceeding. The Issuer, Holdings I and each of the Senior Note Guarantors have appointed CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, XXX as their authorized agent (the “Authorized Agent”) upon whom process may be served in any such action or proceeding arising out of or relating to this Indenture in such courts. Nothing in based on this Indenture, the Notes Securities or the transactions contemplated hereby which may be instituted in any New York court, expressly consent to the jurisdiction of any such court in respect of any such action, and waive any other Collateral Document shall affect requirements of or objections to personal jurisdiction with respect thereto. The Issuer and each of the Senior Note Guarantors represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any right that any party may otherwise have to bring any action or proceeding relating to this Indentureand all action, including the Notes or any other Collateral Document in the courts filing of any jurisdiction.and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer, Holdings I and each of the Senior Note Guarantors shall be deemed, in every respect, effective service of process upon the Issuer, Holdings I and each of the Senior Note Guarantors. 126

Consent to Jurisdiction and Service. Each of the Companyparties hereto irrevocably agrees that any suit, Holdings Iaction or proceeding arising out of, Holdings IIrelated to, Holdings III or in connection with this Indenture, the Notes and Holdings IV the Note Guarantees or the transactions contemplated hereby, and any Subsidiary Guarantor that is a Foreign Subsidiary shall appoint Corporation Service Company as its agent for actions relating to the Notes, this Indenture or the Collateral Documents relating to the Notes or brought action arising under U.S. Federal or state securities laws brought laws, may be instituted in any U.S. Federal federal or state court located in the Borough of Manhattan in The State and City of New York. Each of Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably submit to the personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan in the City of New York in any action arising out of or relating to this Indenture, the Notes or any of the other Collateral Documents relating to the Notes to which each is or is to be a party, or for recognition or enforcement of any judgment, and Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee hereby Manhattan; irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard and determined in any such court of the State of New York or, to the extent permitted by law, in such Federal court. Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably waivewaives, to the fullest extent permitted by lawit may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The Parent and each of the Guarantors hereby appoint Globe Specialty Metals, Inc. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding which may be instituted in any Federal or state court located in the State of New York, Borough of Manhattan arising out of or relating to this Indenture in such courts. Nothing in based upon this Indenture, the Notes or the transactions contemplated hereby or thereby, and any action brought under U.S. Federal or state securities laws. The Issuer and each of the Guarantors expressly consents to the jurisdiction of any such court in respect of any such action and waives any other Collateral Document shall affect requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer and each of the Guarantors represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any party may otherwise have to bring any action or proceeding relating to this Indentureand all action, including the Notes or any other Collateral Document in the courts filing of any jurisdictionand all documents and instruments, that may be necessary to continue such appointment in full force ​ ​ ​ and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Parent shall be deemed, in every respect, effective service of process upon the Issuer and any Guarantor.

Consent to Jurisdiction and Service. Each of the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary shall appoint Corporation Service Company as its agent for actions relating to the Notes, this Indenture or the Collateral Documents relating to the Notes or brought under U.S. Federal or state securities laws brought in any U.S. Federal or state court located in the Borough of Manhattan in The City of New York. Each of Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary Company and the Trustee Subsidiary Guarantors consents and irrevocably submit submits to the personal jurisdiction of any New York state or United States U.S. federal court located in the The Borough of Manhattan in the Manhattan, City of New York, County of New York, State of New York in relation to any legal action or proceeding (i) arising out of or of, relating to or in connection with this Indenture, the Notes, the Notes Guarantees and any related documents and/or (ii) arising under any U.S. federal or any U.S. state securities laws in respect of the other Collateral Documents relating Notes, the Notes Guarantees and any securities issued pursuant to the Notes to which each is or is to be a party, or for recognition or enforcement terms of any judgment, and this Indenture. Each of the Issuer, the Company and the Subsidiary Guarantors waives any objection to proceedings in any such courts, whether on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum. Each of the Issuer, the Company and the Subsidiary Guarantors will appoint Corporation Service Company, Holdings I1133 Avenue of the Americas, Holdings IIXxxxx 0000, Holdings III and Holdings IV and Xxx Xxxx, Xxx Xxxx 00000-0000, Xxxxxx Xxxxxx of America, as its agent for service of process in any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may and agrees that service of process upon said authorized agent shall be heard and determined deemed in every respect effective service of process upon it in any such court of the State of New York or, to the extent permitted by law, in such Federal court. Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out proceeding. Each of or relating the Issuer, the Company and the Subsidiary Guarantors agrees to this Indenture in such courts. Nothing in deliver, upon the execution and delivery of this Indenture, a written acceptance by such agent of its appointment as such agent. Each of the Notes or any other Collateral Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this IndentureIssuer, the Notes or Company and the Subsidiary Guarantors further agrees to take any other Collateral Document in and all action, including the courts filing of any jurisdictionand all such documents and instruments, as may be reasonably necessary to continue such designation and appointment of Corporation Service Company in full force and effect for so long as any Notes remain outstanding or this Indenture remains in force.

Consent to Jurisdiction and Service. Each of the Company, Holdings I, Holdings II, Holdings III and Holdings IV The Company and any Subsidiary Guarantor that is a Foreign Subsidiary shall appoint not organized in the United States hereby irrevocably designates and appoints CT Corporation Service Company System as its agent for actions relating to the Notesservice of process in any suit, this Indenture action or the Collateral Documents relating proceeding with respect to the Notes or and the Note Guarantees and for actions brought under the U.S. Federal federal or state securities laws brought in any U.S. Federal federal or state court located in the Borough of Manhattan in The City of New York. Each of Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably submit to the personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan in the City of New York in York. In relation to any legal action or proceedings arising out of or relating in connection with this Indenture, the Notes and the Guarantees, the Company and each Guarantor hereby irrevocably submit to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, to the extent permitted by applicable law, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes and the Note Guarantees. In addition, to the extent permitted by applicable law, the Company and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or any of the other Collateral Documents relating to Note Guarantees or the Notes to which each is subject matter hereof or is to thereof may not be a party, or for recognition or enforcement of any judgment, and Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary enforced in such courts. The Company and the Trustee hereby irrevocably and unconditionally Guarantors agree that all claims in respect of such action or proceeding may be heard and determined a final judgment in any such court of the State of New York or, to the extent permitted by law, in such Federal court. Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or relating to this Indenture in such courtsany other manner provided by law. Nothing in this Indenture, Section 12.19 shall affect the Notes or right of the Trustee to serve legal process in any other Collateral Document shall manner permitted by law or affect any the right that any party may otherwise have of the Trustee to bring any action or proceeding relating to this Indenture, against the Notes Company or any other Collateral Document Guarantor or its property in the courts of any jurisdictionother jurisdictions.

Consent to Jurisdiction and Service. Each of the Company, Holdings I, Holdings II, Holdings III The Company hereby irrevocably designates and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary shall appoint appoints CT Corporation Service Company System as its agent for actions relating to the Notesservice of process in any suit, this Indenture action or the Collateral Documents relating proceeding with respect to the Notes or and for actions brought under the U.S. Federal federal or state securities laws brought in any U.S. Federal federal or state court located in the Borough of Manhattan in The City of New York. Each of Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably submit to the personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan in the City of New York in York. In relation to any legal action or proceedings arising out of or relating to in connection with this IndentureIndenture and the Notes, the Notes or any Company hereby irrevocably submits to the non-exclusive jurisdiction of the other Collateral Documents relating to U.S. federal and state courts in the Notes to which each is Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America. To the extent that the Company has or is to be a party, or for recognition or enforcement hereafter may acquire any immunity from jurisdiction of any judgment, and Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and court or from any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee hereby irrevocably and unconditionally agree that all claims in legal process with respect of such action to itself or proceeding may be heard and determined in any such court of the State of New York orits property, to the extent permitted by applicable law, it hereby irrevocably waives such immunity in such Federal court. Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary respect of its obligations under each of this Indenture and the Trustee irrevocably waiveNotes. In addition, to the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any objection which such suit, action or proceeding, any claim that it may now or hereafter have is not personally subject to the laying jurisdiction of venue of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding arising out of is brought in an inconvenient forum or relating to that the venue for such suit is improper, or that this Indenture and the Notes or the subject matter hereof or thereof may not be enforced in such courts. The Company agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Indenture, Section 12.19 shall affect the Notes or right of the Trustee to serve legal process in any other Collateral Document shall manner permitted by law or affect any the right that any party may otherwise have of the Trustee to bring any action or proceeding relating to this Indenture, against the Notes Company or any other Collateral Document its property in the courts of any jurisdictionother jurisdictions.

Consent to Jurisdiction and Service. Each of To the Companyfullest extent permitted ------------------------------------ by applicable law, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary shall appoint Corporation Service the Company as its agent for actions relating hereby irrevocably submits to the Notes, this Indenture or the Collateral Documents relating to the Notes or brought under U.S. jurisdiction of any Federal or state securities laws brought in any U.S. Federal or state State court located in the Borough of Manhattan in The City of New York. Each of Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably submit to the personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan in the City of New York in any suit, action or proceeding based on or arising out of or relating to this Indenture, the Notes Agreement or any of the other Collateral Documents relating to the Notes to which each is or is to be a party, or for recognition or enforcement of any judgmentRegistrable Securities, and Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee hereby irrevocably and unconditionally agree agrees that all claims in respect of such action suit or proceeding may be heard and determined in any such court of the State of New York or, to the extent permitted by law, in such Federal court. Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee The Company irrevocably waivewaives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any suit, action or proceeding arising out of or relating to this Indenture brought in such courtsa court has been brought in an inconvenient forum. Nothing The Company agrees that final judgment in this Indentureany such suit, the Notes or any other Collateral Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Indenture, brought in such a court shall be conclusive and binding upon the Notes or any other Collateral Document Company and may be enforced in the courts of Bermuda (or any jurisdictionother courts 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 specified herein or as otherwise permitted by law. The Company hereby irrevocably designates and appoints CT Corporation System, 0000 Xxxxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx (the "Process Agent"), as the authorized agent of the Company upon whom process ------------- may be served in any such suit or proceeding, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company hereby represents to each Initial Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other matter permitted by law. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as the Company has any outstanding obligations under this Agreement, the Registrable Securities, Bye-laws or the Certificate of Designations. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service. Each of the CompanyThe Issuer, Holdings II and the Subordinated Guarantors irrevocably and unconditionally (i) agree that any legal suit, action or proceeding against the Issuer, Holdings III or any Subordinated Guarantor arising out of or based upon this Indenture, Holdings III and Holdings IV and the Securities or any Subsidiary Guarantor that is a Foreign Subsidiary shall appoint Corporation Service Company as its agent for actions relating to the Notes, this Indenture Subordinated Guarantee or the Collateral Documents relating to the Notes or brought under U.S. Federal or state securities laws brought transactions contemplated hereby may be instituted in any U.S. Federal or state court located in the Borough of Manhattan in Manhattan, The City of New York. Each of Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee irrevocably submit to the personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan in the City of New York in any action arising out of or relating to this Indenture, the Notes or any of the other Collateral Documents relating to the Notes to which each is or is to be a party, or for recognition or enforcement of any judgment, and Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign Subsidiary and the Trustee hereby irrevocably and unconditionally agree that all claims in respect courts of such action or proceeding may be heard and determined in any such court of the State of New York or, its own corporate domicile to the extent permitted by law, in such Federal court. Issuer, the Company, Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that it is a Foreign Subsidiary defendant and the Trustee irrevocably (ii) waive, to the fullest extent permitted by lawthey may effectively do so, any objection which it they may now or hereafter have to the laying of venue of any suitsuch proceeding. The Issuer, Holdings I and each of the Subordinated Guarantors have appointed CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, XXX as their authorized agent (the “Authorized Agent”) upon whom process may be served in any such action or proceeding arising out of or relating to this Indenture in such courts. Nothing in based on this Indenture, the Notes Securities or the transactions contemplated hereby which may be instituted in any New York court, expressly consent to the jurisdiction of any such court in respect of any such action, and waive any other Collateral Document shall affect requirements of or objections to personal jurisdiction with respect thereto. The Issuer and each of the Subordinated Guarantors represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any right that any party may otherwise have to bring any action or proceeding relating to this Indentureand all action, including the Notes or any other Collateral Document in the courts filing of any jurisdictionand all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer, Holdings I and each of 134 the Subordinated Guarantors shall be deemed, in every respect, effective service of process upon the Issuer, Holdings I and each of the Subordinated Guarantors.