Common use of Consent to Jurisdiction and Service Clause in Contracts

Consent to Jurisdiction and Service. The Issuer agrees that any suit, action or proceeding against the Issuer brought by any Holder or the Trustee arising out of or based upon this Supplemental Indenture No. 2, the Indenture or the Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer 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 Supplemental Indenture No. 2, the Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, 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. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided, that service of process is effected upon the Issuer in the manner provided by the Indenture.

Consent to Jurisdiction and Service. The Issuer agrees that Each of the Canadian Guarantor and the other Guarantors organized under Canadian law hereby irrevocably and unconditionally: (1) submits itself and its property in any suit, legal action or proceeding against the Issuer brought by any Holder or the Trustee arising out of or based upon relating to this Supplemental Indenture No. 2Indenture, the Indenture or Notes and, as applicable, its Notes Guarantee for recognition and enforcement of any judgment in respect thereof, to the Notes may be instituted in any state or Federal court general jurisdiction of the courts of the State of New York, sitting in the Borough of Manhattan, The City of New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer 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 Supplemental Indenture No. 2, the Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought against it as defendant; (2) consents that any such action or any state thereof, proceeding may be brought in such courts whether on and waive any objection that it may now or hereafter have to the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The court and agrees not to plead or claim the same; (3) designates and appoints the Issuer as its authorized agent upon which process may be served in any action, suit or proceeding arising out of or relating to this Indenture, the Notes and, as applicable, its Note Guarantee that may be instituted in any federal or state court in the State of New York (and the Issuer hereby accepts such appointments); and (4) agrees that final judgment service of any process, summons, notice or document by U.S. registered mail addressed to the Issuer, with written notice of said service to such Person at the address of the Issuer set forth in this Indenture shall be effective service of process for any such suitaction, action suit or proceeding brought in any such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided, that service of process is effected upon the Issuer in the manner provided by the Indenturecourt.

Consent to Jurisdiction and Service. The Issuer agrees that In relation to any suit, legal action or proceeding against the Issuer brought by any Holder or the Trustee proceedings arising out of or based upon in connection with this Supplemental Indenture No. 2Indenture, the Indenture Securities and the Guarantees, the Trustee (in the case of clauses (a) and (b) below only), the Issuer and each Guarantor that is organized under laws other than the United States or a state thereof (a) irrevocably submit to the Notes jurisdiction of the federal and state courts in the Borough of Manhattan in the City, County and State of New York, United States, (b) consent that any such action or proceeding may be brought in such courts and waive any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) designate and appoint Constellium US Holdings I, LLC, 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, XX 00000 as its authorized agent upon which process may be served in any such action or proceeding that may be instituted in any state such court and (d) agree that service of any process, summons, notice or Federal court document by U.S. registered mail addressed to such agent for service of process, with written notice of said service to such Person at the address of the agent for service of process set forth in clause (c) of this Section 11.11 shall be effective service of process for any such action or proceeding brought in any such court. Each of the Borough of ManhattanIssuer, New Yorkthe Guarantors, the Trustee, paying agent, Registrar, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer Transfer Agent hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection and all right to trial by jury in any suit, action, legal proceeding arising out of or proceeding that may be brought in connection with relating to this Supplemental Indenture No. 2Indenture, the Indenture Securities or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, 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. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided, that service of process is effected upon the Issuer in the manner provided by the Indenturetransactions contemplated hereby.

Consent to Jurisdiction and Service. The Issuer agrees that Each of BP I, BP II, the Issuers and the Senior Secured Note Guarantors irrevocably and unconditionally: (a) submit itself and its property in any suit, legal action or proceeding against relating to this Senior Secured Notes Indenture to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the Issuer brought by any Holder or general jurisdiction of the Trustee arising out courts of or based upon this Supplemental Indenture No. 2the State of New York, the Indenture or the Notes may be instituted in any state or Federal court sitting in the Borough of Manhattan, The City of New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer 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 Supplemental Indenture No. 2, the Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought against it as defendant; (b) consent that any such action or any state thereof, proceeding may be brought in such courts whether on and waive any objection that it may now or hereafter have to the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The Issuer court and agrees that final judgment not to plead or claim the same; (c) designate and appoint Xxxxxxxx Group Holdings Inc., with offices at 0000 Xxxx Xxxxx Xxxxx, Xxxx Xxxxxx, XX 00000 (or its successors), as its authorized agents upon which process may be served in any action, suit or proceeding arising out of or relating to this Senior Secured Notes Indenture or the transactions contemplated hereby that may be instituted in any Federal or state court in the State of New York (and each of them accepts such suitappointments); and (d) agree that service of any process, action summons, notice or document by US registered mail addressed to the US Issuer II, with written notice of said service to such Person at the address of the US Issuer II set forth in this Senior Secured Notes Indenture shall be effective service of process for any action, suit or proceeding brought in any such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided, that service of process is effected upon the Issuer in the manner provided by the Indenturecourt.

Consent to Jurisdiction and Service. The Issuer agrees that In relation to any suit, legal action or proceeding against the Issuer brought by any Holder or the Trustee proceedings arising out of or based upon in connection with this Supplemental Indenture No. 2Indenture, the Indenture Notes and the Guarantees, the Trustee and the Collateral Trustee (in the case of clauses (a) and (b) below only), the Issuers and each Guarantor that is organized under laws other than the United States or a state thereof (a) irrevocably submits to the Notes jurisdiction of the federal and state courts in the Borough of Manhattan in the City, County and State of New York, United States, (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) designates and appoints Toys “R” Us, Inc., Xxx Xxxxxxxx Xxx, Wayne, NJ 07470 as its authorized agent upon which process may be served in any such action or proceeding that may be instituted in any state such court and (d) agrees that service of any process, summons, notice or Federal court document by U.S. registered mail addressed to such agent for service of process, with written notice of said service to such Person at the address of the agent for service of process set forth in clause (c) of this Section 14.17 shall be effective service of process for any such action or proceeding brought in any such court. Each of the Borough of ManhattanIssuers, New Yorkthe Guarantors, the Trustee, the Collateral Trustee, Paying Agent, Registrar, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer Transfer Agent hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection and all right to trial by jury in any suit, action, legal proceeding arising out of or proceeding that may be brought in connection with relating to this Supplemental Indenture No. 2Indenture, the Indenture Notes or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, 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. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided, that service of process is effected upon the Issuer in the manner provided by the Indenturetransactions contemplated hereby.

Consent to Jurisdiction and Service. The Issuer agrees that Each of BP I, BP II, the Issuers and the Senior Note Guarantors irrevocably and unconditionally: (a) submit itself and its property in any suit, legal action or proceeding against relating to this Senior Notes Indenture to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the Issuer brought by any Holder or general jurisdiction of the Trustee arising out courts of or based upon this Supplemental Indenture No. 2the State of New York, the Indenture or the Notes may be instituted in any state or Federal court sitting in the Borough of Manhattan, The City of New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer 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 Supplemental Indenture No. 2, the Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought against it as defendant; (b) consent that any such action or any state thereof, proceeding may be brought in such courts whether on and waive any objection that it may now or hereafter have to the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The Issuer court and agrees that final judgment not to plead or claim the same; (c) designate and appoint Xxxxxxxx Group Holdings Inc., with offices at 0000 Xxxx Xxxxx Xxxxx, Xxxx Xxxxxx, XX 00000 (or its successors), as its authorized agents upon which process may be served in any action, suit or proceeding arising out of or relating to this Senior Notes Indenture or the transactions contemplated hereby that may be instituted in any Federal or state court in the State of New York (and each of them accepts such suitappointments); and (d) agree that service of any process, action summons, notice or document by US registered mail addressed to the US Issuer II, with written notice of said service to such Person at the address of the US Issuer II set forth in this Senior Notes Indenture shall be effective service of process for any action, suit or proceeding brought in any such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided, that service of process is effected upon the Issuer in the manner provided by the Indenturecourt.

Consent to Jurisdiction and Service. The Issuer agrees that Each of the parties ----------------------------------- hereto hereby absolutely and irrevocably consents and submits to the jurisdiction of the courts of New York and of the federal court for the Southern District of New York in connection with any suit, action actions or proceeding proceedings brought against the Issuer brought by any Holder or the Trustee it arising out of or based upon relating to this Supplemental Indenture No. 2, Agreement or any of the Indenture agreements or the Notes transactions contemplated hereby and hereby irrevocably agrees that all claims in respect of any such action or proceeding may be instituted heard and determined in any state such court. In any such action or Federal court proceedings, each such party hereby absolutely and irrevocably waives personal service of any summons, complaint, declaration, or other process and hereby absolutely and irrevocably agrees that the service thereof may be made, in the Borough of Manhattanaddition to other methods permitted by law, New Yorkby certified, registered or recorded first-class mail directed to it at its address in accordance with Section 11.04 hereof. Each party hereto hereby waives and any appellate court from any thereof, and each of them irrevocably submits agrees not to the non-exclusive jurisdiction of such courts assert in any suit, such action or proceeding. The Issuer irrevocably waives, in each case, to the fullest extent permitted by applicable law, any objection claim that (a) it is not personally subject to the jurisdiction of any suitsuch court, action(b) it is immune from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or proceeding that may be brought in connection otherwise) with this Supplemental Indenture No. 2respect to it or its property, the Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that (c) any such suit, action or proceeding has been is brought in an inconvenient forum. The Issuer agrees that final judgment in any , (d) the venue of such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer and is improper, or (e) that this Agreement may not be enforced in or by any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided, that service of process is effected upon the Issuer in the manner provided by the Indenturecourt.

Consent to Jurisdiction and Service. The Issuer agrees that Each of BP I, BP II, the Issuers and the Senior Note Guarantors irrevocably and unconditionally: (a) submit itself and its property in any suit, legal action or proceeding against relating to this Senior Notes Indenture to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the Issuer brought by any Holder or general jurisdiction of the Trustee arising out courts of or based upon this Supplemental Indenture No. 2the State of New York, the Indenture or the Notes may be instituted in any state or Federal court sitting in the Borough of Manhattan, The City of New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer 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 Supplemental Indenture No. 2, the Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought against it as defendant; (b) consent that any such action or any state thereof, proceeding may be brought in such courts whether on and waive any objection that it may now or hereafter have to the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The court and agrees not to plead or claim the same; (c) designate and appoint the US Issuer agrees that final judgment II, at 160 Greenxxxx Xxxxx, Xxxxx 000, Xxxxx, XX 00000 xxx Xxxxolds Xxxxx Xxldings Inc., with offices at 200 Tri-Sxxxx Xxxxxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxx 00000 (xx xxx successors), as its authorized agent upon which process may be served in any action, suit or proceeding arising out of or relating to this Senior Notes Indenture or the transactions contemplated hereby that may be instituted in any Federal or state court in the State of New York (and each of them accepts such suitappointments); and (d) agree that service of any process, action summons, notice or document by US registered mail addressed to the US Issuer II, with written notice of said service to such Person at the address of the US Issuer II set forth in this Senior Notes Indenture shall be effective service of process for any action, suit or proceeding brought in any such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided, that service of process is effected upon the Issuer in the manner provided by the Indenturecourt.

Consent to Jurisdiction and Service. The Issuer agrees that Each of BP I, BP II, the Issuers and the Senior Note Guarantors irrevocably and unconditionally: (a) submit itself and its property in any suit, legal action or proceeding against relating to this Senior Notes Indenture to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the Issuer brought by any Holder or general 137 jurisdiction of the Trustee arising out courts of or based upon this Supplemental Indenture No. 2the State of New York, the Indenture or the Notes may be instituted in any state or Federal court sitting in the Borough of Manhattan, The City of New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer 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 Supplemental Indenture No. 2, the Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought against it as defendant; (b) consent that any such action or any state thereof, proceeding may be brought in such courts whether on and waive any objection that it may now or hereafter have to the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The court and agrees not to plead or claim the same; (c) designate and appoint the US Issuer agrees that final judgment II, at 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, XX 00000 and Xxxxxxxx Group Holdings Inc., with offices at 000 Xxx-Xxxxx Xxxxxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxx 00000 (or its successors), as its authorized agents upon which process may be served in any action, suit or proceeding arising out of or relating to this Senior Notes Indenture or the transactions contemplated hereby that may be instituted in any Federal or state court in the State of New York (and each of them accepts such suitappointments); and (d) agree that service of any process, action summons, notice or document by US registered mail addressed to the US Issuer II, with written notice of said service to such Person at the address of the US Issuer II set forth in this Senior Notes Indenture shall be effective service of process for any action, suit or proceeding brought in any such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided, that service of process is effected upon the Issuer in the manner provided by the Indenturecourt.

Consent to Jurisdiction and Service. The Issuer agrees that Each of BP I, BP II, the Issuers and the Senior Note Guarantors will irrevocably and unconditionally: (a) submit itself and its property in any suit, legal action or proceeding against relating to this Senior Notes Indenture to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the Issuer brought by any Holder or general jurisdiction of the Trustee arising out courts of or based upon this Supplemental Indenture No. 2the State of New York, the Indenture or the Notes may be instituted in any state or Federal court sitting in the Borough of Manhattan, The City of New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer 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 Supplemental Indenture No. 2, the Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought against it as defendant; (b) consent that any such action or any state thereof, proceeding may be brought in such courts whether on and waive any objection that it may now or hereafter have to the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The court and agrees not to plead or claim the same; (c) designate and appoint the US Issuer agrees that final judgment II, at 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, XX 00000, as its authorized agent upon which process may be served in any action, suit or proceeding arising out of or relating to this Senior Notes Indenture that may be instituted in any Federal or state court in the State of New York; and (d) agree that service of any process, summons, notice or document by US registered mail addressed to the US Issuer II, with written notice of said service to such suitPerson at the address of the US Issuer II set forth in this Senior Notes Indenture shall be effective service of process for any action, action suit or proceeding brought in any such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided, that service of process is effected upon the Issuer in the manner provided by the Indenture.court. 133

Consent to Jurisdiction and Service. The Issuer agrees that Each of BP I, BP II, the Issuers and the Senior Secured Note Guarantors irrevocably and unconditionally: (a) submit itself and its property in any suit, legal action or proceeding against relating to this Senior Secured Notes Indenture to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the Issuer brought by any Holder or general jurisdiction of the Trustee arising out courts of or based upon this Supplemental Indenture No. 2the State of New York, the Indenture or the Notes may be instituted in any state or Federal court sitting in the Borough of Manhattan, The City of New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer 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 Supplemental Indenture No. 2, the Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought against it as defendant; (b) consent that any such action or any state thereof, proceeding may be brought in such courts whether on and waive any objection that it may now or hereafter have to the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The court and agrees not to plead or claim the same; (c) designate and appoint the US Issuer agrees that final judgment II, at 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, XX 00000 and Xxxxxxxx Group Holdings Inc., with offices at 000 Xxx-Xxxxx Xxxxxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxx 00000 (or its successors), as its authorized agents upon which process may be served in any action, suit or proceeding arising out of or relating to this Senior Secured Notes Indenture or the transactions contemplated hereby that may be instituted in any Federal or state court in the State of New York (and each of them accepts such suitappointments); and (d) agree that service of any process, action summons, notice or document by US registered mail addressed to the US Issuer II, with written notice of said service to such Person at the address of the US Issuer II set forth in this Senior Secured Notes Indenture shall be effective service of process for any action, suit or proceeding brought in any such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided, that service of process is effected upon the Issuer in the manner provided by the Indenturecourt.

Consent to Jurisdiction and Service. The Issuer Company has appointed C T Corporation System, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its agent (the “Authorized Agent”) upon whom process may be served in any actions arising out of, based on, or relating to the Notes, this Indenture or the 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, and expressly consent, together with all other parties to this Indenture, to the jurisdiction of any 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 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 shall be deemed, in every respect, effective service of process upon the Company. Each party hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Issuer brought by any Holder or the Trustee arising out of of, based on, or based upon relating to the Notes, this Supplemental Indenture No. 2, the Indenture or the Notes transactions contemplated hereby may be instituted in any U.S. Federal or state or Federal court in the Borough of Manhattan, Manhattan in The City of New York, York and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer irrevocably (ii) waives, to the fullest extent permitted by lawthey may effectively do so, any objection which it may have now or hereafter have to any suit, action, or proceeding that may be brought in connection with this Supplemental Indenture No. 2, the Indenture or the Notes, including such actions, suits or proceedings relating to securities laws laying of the United States venue of America or any state thereof, 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. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided, that service of process is effected upon the Issuer in the manner provided by the Indentureproceeding.

Consent to Jurisdiction and Service. The Issuer agrees that Each of BP I, BP II, the Issuers and the Senior Secured Note Guarantors will irrevocably and unconditionally: (a) submit itself and its property in any suit, legal action or proceeding against relating to this Senior Secured Notes Indenture to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the Issuer brought by any Holder or general jurisdiction of the Trustee arising out courts of or based upon this Supplemental Indenture No. 2the State of New York, the Indenture or the Notes may be instituted in any state or Federal court sitting in the Borough of Manhattan, The City of New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer 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 Supplemental Indenture No. 2, the Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought against it as defendant; (b) consent that any such action or any state thereof, proceeding may be brought in such courts whether on and waive any objection that it may now or hereafter have to the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The court and agrees not to plead or claim the same; (c) designate and appoint the US Issuer agrees that final judgment II, at 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, XX 00000, as its authorized agent upon which process may be served in any action, suit or proceeding arising out of or relating to this Senior Secured Notes Indenture that may be instituted in any Federal or state court in the State of New York; and (d) agree that service of any process, summons, notice or document by US registered mail addressed to the US Issuer II, with written notice of said service to such suitPerson at the address of the US Issuer II set forth in this Senior Secured Notes Indenture shall be effective service of process for any action, action suit or proceeding brought in any such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided, that service of process is effected upon the Issuer in the manner provided by the Indenturecourt.