Common use of Judicial Proceedings Clause in Contracts

Judicial Proceedings. (a) Each of the Company and the Purchase Contract Agent expressly accepts and irrevocably submits to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Purchase Contracts. To the fullest extent it may effectively do so under applicable law, each of the Company and the Purchase Contract Agent irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company and the Purchase Contract Agent agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in Section 1.12(a) brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal, and may be enforced in the courts of the United States of America or the State of New York (or any other court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment. (c) Nothing in this Section 1.12 shall affect the right of any party hereto to serve process in any manner permitted by law, or limit any right to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Judicial Proceedings. (a) Each of the Company parties hereto hereby irrevocably and the Purchase Contract Agent expressly accepts unconditionally submits, for itself and irrevocably submits its property, to the non-exclusive nonexclusive jurisdiction of any New York State court or federal court of the United States Federal or of America sitting in New York State City, and any appellate court sitting from any thereof, in the Borough of Manhattan, The City of New York, New York, over any suit, action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Warrant in the Purchase Contracts. To courts of any jurisdiction. (b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so under applicable law, each of the Company and the Purchase Contract Agent irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such courtso, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company and the Purchase Contract Agent agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding arising out of or relating to this Warrant in any New York State or federal court. Each of the nature referred parties hereto hereby irrevocably waives, to in Section 1.12(a) brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal, and may be enforced in the courts of the United States of America or the State of New York (or any other court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment. (c) Nothing in this Section 1.12 shall affect the right of any party hereto to serve process in any manner fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or limit any right to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce proceeding in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionsuch court.

Judicial Proceedings. (a) Each of the Company Company, the U.S. Trustee and the Purchase Contract Agent Canadian Trustee expressly accepts and irrevocably submits to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any suit, action or proceeding arising out of or relating to this Agreement Supplemental Indenture or the Purchase ContractsNotes. To the fullest extent it may effectively do so under applicable law, each of the Company Company, the U.S. Trustee and the Purchase Contract Agent Canadian Trustee irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company Company, the U.S. Trustee and the Purchase Contract Agent Canadian Trustee agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in Section 1.12(a14.08(a) brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal, and may be enforced in the courts of the United States of America or the State of New York (or any other court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment. (c) Nothing in this Section 1.12 14.08 shall affect the right of any party hereto to serve process in any manner permitted by law, or limit any right to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) To the extent that the Company has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives such immunity in respect of its obligations hereunder or under any Note. (e) The Company has appointed [·], located at [·], as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Supplemental Indenture or the Notes or the transactions contemplated hereby or thereby that may be instituted in any federal or state court in the Borough of Manhattan in the City of New York, New York, expressly consents to the jurisdiction of any such court in respect of any such action, and waives 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, which may be necessary to continue such appointment in full force and effect as stated above. 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.

Judicial Proceedings. (a) Each of the Company and the Purchase Contract Agent expressly accepts and The Borrower irrevocably submits to the non-non exclusive jurisdiction of the United States Federal any state or New York State federal court sitting in the Borough of Manhattan, The City of New York, New York, York over any suit, action or proceeding arising out of or relating to this Agreement or any of the Purchase Contractsother Purchaser Documents. To the fullest extent it may effectively do so under applicable law, each of the Company and the Purchase Contract Agent Borrower irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company and the Purchase Contract Agent The Borrower agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in Section 1.12(aparagraph (a) above brought in any such court shall shall, subject to such rights of appeal on issues other than jurisdiction as may be available, be conclusive and binding upon such party, subject to rights of appeal, it and may be enforced in the courts of the United States of America or the State of New York (or any other court courts to the jurisdiction to of which the Company it is or may be subject) by a suit upon such judgment. (c) Nothing in this Section 1.12 shall affect the right The Borrower consents to service of any party hereto to serve process in any manner permitted suit, action or proceeding of the nature referred to in paragraph (a) above by lawmailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to its address specified in or limit any right designated pursuant to bring proceedings against any other party hereto Section 13.2. Such service (i) shall be deemed in every respect effective service of process upon each of the courts of any jurisdiction or to enforce Borrower in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.such suit, action or proceeding and

Judicial Proceedings. (a) Each of Any legal action, suit or proceeding brought against the Company and the Purchase Contract Agent expressly accepts and irrevocably submits to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any suit, action or proceeding arising out of or relating with respect to this Agreement or the Securities Purchase ContractsAgreement or any of the documents executed in connection with this Agreement or the Securities Purchase Agreement, may be brought in federal or state court located in Delaware. To The Company and the fullest extent it may effectively do so under applicable lawBuyers irrevocably submit to the exclusive jurisdiction of the aforementioned Delaware courts in such action, each suit or proceeding, and by execution and delivery of this Agreement, the Company and the Purchase Contract Agent Buyers hereby irrevocably waives and agrees not to assert, unconditionally waive any claim (by way of motion, as a defense or otherwise) of improper venue, any claim that it is not subject personally to the jurisdiction of any such court, any objection that it such courts are an inconvenient forum or that this Agreement or the Securities Purchase Agreement or the other documents executed in connection this Agreement or the Securities Purchase Agreement or the subject matter may now not be enforced in or hereafter have by such court. The Company and the Buyers hereby irrevocably and unconditionally consent to the laying service of process of any of the venue of any such suit, action or proceeding brought aforementioned courts in any such court and any claim that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each by the mailing of the Company and the Purchase Contract Agent agreescopies thereof by registered or certified mail, to the fullest extent that it may effectively do so under applicable lawpostage prepaid, that a judgment in any suit, action at their respective addresses set forth or proceeding of the nature referred to provided for in Section 1.12(a) brought in any 8, such court service to become effective 10 days after such mailing. Nothing herein contained shall be conclusive and binding upon such party, subject deemed to rights of appeal, and may be enforced in the courts of the United States of America or the State of New York (or any other court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment. (c) Nothing in this Section 1.12 shall affect the right of any party hereto to serve process in any manner permitted by law, law or limit any right to bring commence legal proceedings or otherwise proceed against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionjurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section.

Judicial Proceedings. (a) Each of the Company Company, the Selling Shareholder and the Purchase Contract Agent Swiss Re expressly accepts and irrevocably submits to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The the City of New York, New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Purchase ContractsSecurities. To the fullest extent it may effectively do so under applicable law, each of the Company Company, the Selling Shareholder and the Purchase Contract Agent Swiss Re irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company Company, the Selling Shareholder and the Purchase Contract Agent Swiss Re agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in Section 1.12(a15(a) brought in any such court shall be conclusive and binding upon such partyit, subject to rights of appeal, appeal and may be enforced in the courts of the United States of America or the State of New York (or any other court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment. (c) The Company irrevocably designates and appoints PartnerRe U.S. Corporation, and each of the Selling Shareholder and Swiss Re irrevocably designates and appoints Swiss Re Financial Services Corporation (55 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, (fax no.: (___)_____)), as its authorized agent, upon whom process may be served in any suit, action or proceeding of the nature referred to in Section 15(a) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the agent at the addresses specified herein or in Section 12. Each of the Company, the Selling Shareholder and Swiss Re agrees that such service (i) shall be deemed in every respect effective service of process upon it in every suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any commercial delivery service. (d) Nothing in this Section 1.12 15 shall affect the right of any party hereto the Underwriter to serve process in any manner permitted by law, or limit any right to bring proceedings against any other party hereto of the Company, the Selling Shareholder or Swiss Re in the courts of any jurisdiction 1202412.7 or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Judicial Proceedings. (a) Each of the Company and Company, the Purchase Contract Agent and the Trustee expressly accepts and irrevocably submits to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Purchase Contracts. To the fullest extent it may effectively do so under applicable law, each of the Company and Company, the Purchase Contract Agent and the Trustee irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company and Company, the Purchase Contract Agent and the Trustee agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in Section 1.12(a1.13 (a) brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal, and may be enforced in the courts of the United States of America or the State of New York (or any other court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment. (c) Nothing in this Section 1.12 1.13 shall affect the right of any party hereto to serve process in any manner permitted by law, or limit any right to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Judicial Proceedings. (a) Each of the Company and Company, the Purchase Contract Agent and the U.S. Trustee and the Canadian Trustee expressly accepts and irrevocably submits to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Purchase Contracts. To the fullest extent it may effectively do so under applicable law, each of the Company and Company, the Purchase Contract Agent and the U.S. Trustee and the Canadian Trustee irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company and Company, the Purchase Contract Agent and the U.S. Trustee and Canadian Trustee agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in Section 1.12(a1.13(a) brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal, and may be enforced in the courts of the United States of America or the State of New York (or any other court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment. (c) Nothing in this Section 1.12 1.13 shall affect the right of any party hereto to serve process in any manner permitted by law, or limit any right to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Judicial Proceedings. (a) Each of the Company and the Purchase Contract Agent expressly accepts and USHG irrevocably submits to the non-exclusive jurisdiction of the United States Federal any state or New York State federal court sitting in the Borough of Manhattan, The City of New York, New York, York over any suit, action or proceeding arising out of or relating to this Agreement or any of the Purchase Contractsother Purchaser Documents. To the fullest extent it may effectively do so under applicable law, each of the Company and the Purchase Contract Agent USHG irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company and the Purchase Contract Agent USHG agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in Section 1.12(aparagraph (a) above brought in any such court shall shall, subject to such rights of appeal on issues other than jurisdiction as may be available, be conclusive and binding upon such party, subject to rights of appeal, it and may be enforced in the courts of the United States of America or the State of New York (or any other court courts to the jurisdiction to of which the Company it is or may be subject) by a suit upon such judgment. (c) Each of the Company and USHG consents to service of process in any suit, action or proceeding of the nature referred to in paragraph (a) above by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to its address specified in or designated pursuant to Section 15.1. Such service (i) shall be deemed in every respect effective service of process upon the Company or USHG, as the case may be, in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company or USHG, as the case may be. (d) Nothing in this Section 1.12 14 shall affect the right of any party hereto of the Purchasers to serve process in any manner permitted by law, or limit any right that any of the Purchasers may have to bring proceedings against any other party hereto of the Corporations in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one (1) jurisdiction in any other jurisdiction. (e) Upon breach or default by any Corporation with respect to any obligation hereunder or under any of the other Purchaser Documents, the Purchasers (or their agents) shall be entitled to protect and enforce their rights at law, or in equity or by other appropriate proceedings for specific performance of such obligation, or for an injunction against such breach or default, or in aid of the exercise of any power or remedy granted hereby or thereby or by law.

Judicial Proceedings. (a) Each of the Company and the Purchase Contract Agent expressly accepts and 12.1 The parties hereto irrevocably submits submit to the non-exclusive jurisdiction of the United States any Delaware State or Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, Wilmington over any suit, action or proceeding arising out of or relating to this Agreement Agreement, any of the other Transaction Documents or any of the Purchase ContractsShares, Warrants or Warrant Shares. To the fullest extent it may effectively do so under applicable law, each of the Company and the Purchase Contract Agent party hereto irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) 12.2 Each of the Company and the Purchase Contract Agent party hereto agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in Section 1.12(a) 12.1 brought in any such court shall shall, subject to such rights of appeal on issues other than jurisdiction as may be available, be conclusive and binding upon such party, subject to rights of appeal, party and may be enforced in the courts of the United States of America or the State of New York Delaware (or any other court courts to the jurisdiction to of which the Company or the Purchaser is or may be subject) by a suit upon such judgment. 12.3 Each party hereto consents to service of process in any suit, action or proceeding of the nature referred to in Section 12.1 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to its address specified in or designated pursuant to Section 13.1. Such service (ci) shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. 12.4 Nothing in this Section 1.12 12 shall affect the right of any party hereto of the parties to serve process in any manner permitted by law, or limit any right that any of the parties may have to bring proceedings against any of the other party hereto parties in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 12.5 EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE NOW OR HEREAFTER TO A JURY TRIAL IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE OTHER TRANSACTION DOCUMENTS OR ANY OF THE SHARES, WARRANTS OR WARRANT SHARES.

Judicial Proceedings. (a) Each of the Company and Company, the Purchase Contract Agent Agent, the U.S. Trustee and the Canadian Trustee expressly accepts and irrevocably submits to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Purchase Contracts. To the fullest extent it may effectively do so under applicable law, each of the Company and Company, the Purchase Contract Agent and the U.S. Trustee and the Canadian Trustee irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company and Company, the Purchase Contract Agent Agent, the U.S. Trustee and Canadian Trustee agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in Section 1.12(a1.17(a) brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal, and may be enforced in the courts of the United States of America or the State of New York (or any other court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment. (c) Nothing in this Section 1.12 1.17 shall affect the right of any party hereto to serve process in any manner permitted by law, or limit any right to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) To the extent that the Company has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives such immunity in respect of its obligations hereunder or under any Security. (e) The Company has appointed [•], located at [•], as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the Securities or the transactions contemplated hereby or thereby that may be instituted in any federal or state court in the Borough of Manhattan in the City of New York, New York, expressly consents to the jurisdiction of any such court in respect of any such action, and waives 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, which may be necessary to continue such appointment in full force and effect as stated above. 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.

Judicial Proceedings. (a) Each of the Company and the Purchase Contract Agent expressly accepts and irrevocably submits to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Purchase Contracts. To the fullest extent it may effectively do so under applicable law, each of the Company and Company, the Purchase Contract Agent and the Trustee irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company and the Purchase Contract Agent agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in Section 1.12(a) brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal, and may be enforced in the courts of the United States of America or the State of New York (or any other court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment. (c) Nothing in this Section 1.12 shall affect the right of any party hereto to serve process in any manner permitted by law, or limit any right to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Judicial Proceedings. (a) Each of the Company Company, the U.S. Trustee and the Purchase Contract Agent Canadian Trustee expressly accepts and irrevocably submits to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any suit, action or proceeding arising out of or relating to this Agreement Supplemental Indenture or the Purchase ContractsNotes. To the fullest extent it may effectively do so under applicable law, each of the Company Company, the U.S. Trustee and the Purchase Contract Agent Canadian Trustee irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company Company, the U.S. Trustee and the Purchase Contract Agent Canadian Trustee agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in Section 1.12(a14.08(a) brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal, and may be enforced in the courts of the United States of America or the State of New York (or any other court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment. (c) Nothing in this Section 1.12 14.08 shall affect the right of any party hereto to serve process in any manner permitted by law, or limit any right to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) To the extent that the Company has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives such immunity in respect of its obligations hereunder or under any Note. (e) The Company has appointed Corporation Services Company, located at 1180 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000-0000, Xxxxxx Xxxxxx, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Supplemental Indenture or the Notes or the transactions contemplated hereby or thereby that may be instituted in any federal or state court in the Borough of Manhattan in the City of New York, New York, expressly consents to the jurisdiction of any such court in respect of any such action, and waives 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, which may be necessary to continue such appointment in full force and effect as stated above. 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.

Judicial Proceedings. (a) Each of the Company and Company, the Purchase Contract Agent Agent, the U.S. Trustee and the Canadian Trustee expressly accepts and irrevocably submits to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Purchase Contracts. To the fullest extent it may effectively do so under applicable law, each of the Company and Company, the Purchase Contract Agent and the U.S. Trustee and the Canadian Trustee irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company and Company, the Purchase Contract Agent Agent, the U.S. Trustee and Canadian Trustee agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in Section 1.12(a1.17(a) brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal, and may be enforced in the courts of the United States of America or the State of New York (or any other court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment. (c) Nothing in this Section 1.12 1.17 shall affect the right of any party hereto to serve process in any manner permitted by law, or limit any right to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) To the extent that the Company has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives such immunity in respect of its obligations hereunder or under any Security. (e) The Company has appointed Corporation Services Company, located at 1180 Avenue of the Americas, Suxxx 000, Xxx Xxxx, Xxx Xxxx 00000-0000, Xxxxxx Xxxxxx, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the Securities or the transactions contemplated hereby or thereby that may be instituted in any federal or state court in the Borough of Manhattan in the City of New York, New York, expressly consents to the jurisdiction of any such court in respect of any such action, and waives 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, which may be necessary to continue such appointment in full force and effect as stated above. 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.