Common use of Submission to Jurisdiction, Etc Clause in Contracts

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Agreement or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement 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 and the Insurance Trustee agree that 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 Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit Company hereby submits to the non-exclusive jurisdiction of any court the U.S. federal and New York state courts in the Borough of the State Manhattan, The City of New York or any United States federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, in any suit, action suit or proceeding arising out of or relating to this Agreement or any of Agreement, the other Transaction Documents (other than Registration Statement, the Insurance Policy Prospectus and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Trustee transactions contemplated hereby. The parties hereby irrevocably and unconditionally agree that all claims in respect waive any objection to the laying of such venue of any lawsuit, action or other proceeding may be heard in such courts, and determined hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court of the State of New York orthat any such lawsuit, to action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent permitted by lawthat the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, in such federal court. The Issuer and the Insurance Trustee Company irrevocably waivewaives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought such immunity in connection with this Agreement in such courts whether on the grounds respect of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forumproceeding. The Issuer and the Insurance Trustee agree that final judgment in any such suitEACH OF THE COMPANY (ON BEHALF OF ITSELF AND, 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 or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdictionTO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal Federal court sitting in the City of New YorkXxx Xxxx xx Xxx Xxxx, New YorkXxx Xxxx, United StatesXxxxxx Xxxxxx, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Agreement Indenture, the Notes or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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 courtFederal court . The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement Indenture 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 and the Insurance Trustee agree that 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 Agreement Indenture, the Notes or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement Indenture, the Notes or any other Transaction Documents Document in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal Xxx Xxxx Xxxxx xxxxx xx Xxxxxx Xxxxxx Federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New YorkXxx Xxxx, New YorkXxx Xxxx, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit Company hereby submits to the non-exclusive jurisdiction of any court the U.S. federal and New York state courts in the Borough of the State Manhattan, The City of New York or any United States federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, in any suit, action suit or proceeding arising out of or relating to this Agreement or any of Agreement, the other Transaction Documents (other than Registration Statement, the Insurance Policy Prospectus and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Trustee transactions contemplated hereby. The parties hereby irrevocably and unconditionally agree that all claims in respect waive any objection to the laying of such venue of any lawsuit, action or other proceeding may be heard in such courts, and determined hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court of the State of New York orthat any such lawsuit, to action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent permitted by lawthat the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, in such federal court. The Issuer and the Insurance Trustee Company irrevocably waivewaives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought such immunity in connection with this Agreement in such courts whether on the grounds respect of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forumproceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Issuer and the Insurance Trustee agree that 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 Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby Company irrevocably appoints and empowers CT Corporation SystemService Company, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (in the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf Borough of its property service Manhattan, The City of any and all legal processNew York, summons, notices and documents New York upon which process may be served in any such suitsuit or proceeding, action or proceeding and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any New York state court such suit or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsproceeding. The Issuer will Company further agrees to take any and all action actions as may be necessary to continue maintain such designation and appointment of such agent in full force and effect and to advise for a period of seven years from the Insurance Trustee date of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonAgreement.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Indenture Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Agreement Indenture, the Notes or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Indenture 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. The Issuer and the Insurance Indenture Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement Indenture 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 and the Insurance Indenture Trustee agree that 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 Agreement Indenture, the Notes or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement Indenture, the Notes or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Indenture Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit Company hereby submits to the non-exclusive jurisdiction of any court the U.S. federal and New York state courts in the Borough of the State Manhattan, The City of New York or any United States federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, in any suit, action suit or proceeding arising out of or relating to this Agreement or any of Agreement, the other Transaction Documents (other than Registration Statement, the Insurance Policy Prospectus and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Trustee transactions contemplated hereby. The parties hereby irrevocably and unconditionally agree that all claims in respect waive any objection to the laying of such venue of any lawsuit, action or other proceeding may be heard in such courts, and determined hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court of the State of New York orthat any such lawsuit, to action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent permitted by lawthat the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, in such federal court. The Issuer and the Insurance Trustee Company irrevocably waivewaives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought such immunity in connection with this Agreement in such courts whether on the grounds respect of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forumproceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Issuer and the Insurance Trustee agree that final judgment in any such suitCompany has appointed Xxxxxxx & Associates, 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 or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents upon which process may be served in any such suitsuit or proceeding, action or proceeding and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any New York state court such suit or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsproceeding. The Issuer will Company further agrees to take any and all action actions as may be necessary to continue maintain such designation and appointment of such agent in full force and effect and to advise for a period of seven years from the Insurance Trustee date of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonAgreement.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit Company hereby submits to the non-exclusive jurisdiction of any court the U.S. federal and New York state courts in the Borough of the State Manhattan, The City of New York or any United States federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, in any suit, action suit or proceeding arising out of or relating to this Agreement or any of Agreement, the other Transaction Documents (other than Registration Statement, the Insurance Policy Prospectus and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Trustee transactions contemplated hereby. The parties hereby irrevocably and unconditionally agree that all claims in respect waive any objection to the laying of such venue of any lawsuit, action or other proceeding may be heard in such courts, and determined hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court of the State of New York orthat any such lawsuit, to action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent permitted by lawthat the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, in such federal court. The Issuer and the Insurance Trustee Company irrevocably waivewaives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought such immunity in connection with this Agreement in such courts whether on the grounds respect of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forumproceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Issuer and the Insurance Trustee agree that 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 Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby Company irrevocably appoints and empowers CT Corporation System_____________., located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (in the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf Borough of its property service Manhattan, The City of any and all legal processNew York, summons, notices and documents New York upon which process may be served in any such suitsuit or proceeding, action or proceeding and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any New York state court such suit or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsproceeding. The Issuer will Company further agrees to take any and all action actions as may be necessary to continue maintain such designation and appointment of such agent in full force and effect and to advise for a period of seven years from the Insurance Trustee date of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonAgreement.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit Each party hereby submits to the non-exclusive jurisdiction of any court the U.S. federal and New York state courts sitting in the Borough of the State Manhattan, City of New York or any United States federal court sitting in (collectively, the City of New York, New York, United States, and any appellate court from any thereof“Specified Courts”), in any suit, action suit or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Trustee transactions contemplated hereby. The parties hereby irrevocably and unconditionally agree that all claims in respect waive any objection to the laying of such venue of any lawsuit, action or other proceeding may be heard in such courts, and determined hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court of the State of New York or, to the extent permitted by law, in such federal court. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suitlawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Issuer Company irrevocably designates and the Insurance Trustee agree that final judgment in any such suitappoints Corporation Service Company, 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 or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System1000 Xxxxxxx Xxxxxx XX, located at 000 Xxxxxx XxxxxxXxxxxxxxxx XX, Xxx Xxxx00000, XX 00000 as its authorized agent (in the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date of this Agreement. With respect to any legal suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents arising out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service based upon the Issuer this Agreement or the Process Agent as provided for herein willtransactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, constitute valid all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and effective personal service upon after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the failure Specified Courts or any other court of the Process Agent competent jurisdiction, and will not raise or claim or cause to give be pleaded any notice such immunity at or in respect of any such service Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the Issuer shall not impair or affect in any way the validity United States Foreign Sovereign Immunities Act of such service or any judgment rendered in any action or proceeding based thereon1976, as amended.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit Company hereby submits to the non-exclusive jurisdiction of any court the U.S. federal and New York state courts in the Borough of the State Manhattan, The City of New York or any United States federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, in any suit, action suit or proceeding arising out of or relating to this Agreement or any of Agreement, the other Transaction Documents (other than Registration Statement, the Insurance Policy Prospectus and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Trustee transactions contemplated hereby. The parties hereby irrevocably and unconditionally agree that all claims in respect waive any objection to the laying of such venue of any lawsuit, action or other proceeding may be heard in such courts, and determined hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court of the State of New York orthat any such lawsuit, to action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent permitted by lawthat the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, in such federal court. The Issuer and the Insurance Trustee Company irrevocably waivewaives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought such immunity in connection with this Agreement in such courts whether on the grounds respect of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forumproceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Issuer and the Insurance Trustee agree that 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 Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby Company irrevocably appoints and empowers CT Corporation SystemLucosky Xxxxxxxx LLP, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (in the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf Borough of its property service Manhattan, The City of any and all legal processNew York, summons, notices and documents New York upon which process may be served in any such suitsuit or proceeding, action or proceeding and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any New York state court such suit or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsproceeding. The Issuer will Company further agrees to take any and all action actions as may be necessary to continue maintain such designation and appointment of such agent in full force and effect and to advise for a period of seven years from the Insurance Trustee date of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonAgreement.

Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, each Grantor irrevocably and unconditionally: (a) The Issuer submits for itself and the Insurance Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive nonexclusive general jurisdiction of any court (i) the courts of the State of New York or any United States federal court sitting of America for the District of Columbia, (ii) the courts of the United States of America in and for the City Southern District of New York, New York, United States, and (iii) any appellate other federal court from any thereof, of competent jurisdiction in any suit, action or proceeding arising out of this Agreement other jurisdiction where it or any of its property may be found and (iv) appellate courts from any of the other Transaction Documents foregoing; (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of b) consents that any judgment, and the Issuer and the Insurance Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard brought in or removed to such courts, and determined waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any such court of the State of New York or, to the extent permitted by law, in or that such federal court. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement 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 was brought in an inconvenient forum. The Issuer court and agrees not to plead or claim the Insurance Trustee agree same; (c) agrees that final judgment service of process in any such suitaction or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address specified in the Accounts Agreement or at such other address of which the Collateral Agent shall have been notified pursuant thereto or to the address of any process agent appointed by such Person in accordance with the Financing Documents; (d) agrees that nothing herein shall (i) affect the right of any Secured Party to effect service of process in any other manner permitted by law or (ii) limit the right of Collateral Agent or any other Secured Party to commence proceedings against or otherwise sue such Grantor or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Applicable Laws; and (e) agrees that judgment against it in any such action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or without the U.S. by suit on the judgment or in any other manner otherwise as provided by law. Nothing in this Agreement , a certified or any other Transaction Documents exemplified copy of which judgment shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in be conclusive evidence of the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints fact and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address amount of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonGrantor’s obligation.

Submission to Jurisdiction, Etc. (a) The Issuer Issuer, the Guarantor, the Trustee, the Principal Paying Agent, and the Insurance Trustee Luxembourg Paying Agent irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal Federal court sitting in the City of New YorkXxx Xxxx xx Xxx Xxxx, New YorkXxx Xxxx, United StatesXxxxxx Xxxxxx, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Agreement Indenture or any of the other Transaction Documents (other than Notes or the Insurance Policy and the Company Support Agreement), Guaranty to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer Issuer, the Guarantor, the Trustee, the Principal Paying Agent, and the Insurance Trustee Luxembourg Paying Agent 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 courtFederal court . The Issuer Issuer, the Guarantor, the Trustee, the Principal Paying Agent, and the Insurance Trustee Luxembourg Paying Agent irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement Indenture 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 Issuer, the Guarantor, the Trustee, the Principal Paying Agent, and the Insurance Trustee Luxembourg Paying Agent agree that 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 Agreement Indenture, the Notes or any other Transaction Documents the Guaranty shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement Indenture, the Notes or any other Transaction Documents the Guaranty in the courts of any jurisdiction. (b) The Each of the Issuer and the Guarantor hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal Xxx Xxxx Xxxxx xxxxx xx Xxxxxx Xxxxxx Federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Each of the Issuer and the Guarantor irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture 14.4 or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture 14.4 or to its Process Agent. Service upon the Issuer Issuer, the Guarantor or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer or the Guarantor shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (c) Each of the Principal Paying Agent, and the Luxembourg Paying Agent hereby irrevocably appoints and empowers the Trustee as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any Xxx Xxxx Xxxxx xxxxx xx Xxxxxx Xxxxxx Federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Principal Paying Agent and the Luxembourg Paying Agent will take any and all action necessary to continue such designation in full force and effect and to advise the Issuer and the Guarantor of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Principal Paying Agent and the Luxembourg Paying Agent will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (c). Each of the Principal Paying Agent and the Luxembourg Paying Agent irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.4 or to any other address of which it shall have given notice pursuant to Section 14.4 or to its Process Agent. Service upon the Principal Paying Agent and the Luxembourg Paying Agent or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Principal Paying Agent and the Luxembourg Paying Agent shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, the Borrower irrevocably and unconditionally: (a) The Issuer submits for itself and the Insurance Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of (i) the courts of the United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York sitting in New York County; (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found; (iv) the courts of the State of New York or any United States federal court sitting in and for the City County of New York; (v) the courts of Washington, New York, United States, D.C.; and any (vi) appellate court courts from any thereof, in any suit, action or proceeding arising out of this Agreement or any of the other Transaction Documents foregoing; (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of b) consents that any judgment, and the Issuer and the Insurance Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard brought in or removed to such courts, and determined waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any such court of the State of New York or, to the extent permitted by law, in or that such federal court. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement 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 was brought in an inconvenient forum. The Issuer court and agrees not to plead or claim the Insurance Trustee agree same; (c) agrees that final nothing herein shall (i) affect the right of any Secured Party to effect service of process in any other manner permitted by law; or (ii) limit the right of any Secured Party to commence proceedings against or otherwise sue the Borrower or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Applicable Laws; and (d) agrees that judgment against it in any such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the U.S. by suit on the judgment or in any other manner otherwise as provided by law. Nothing in this Agreement , a certified or any other Transaction Documents exemplified copy of which judgment shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any conclusive evidence of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 fact and amount of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower’s obligation.

Submission to Jurisdiction, Etc. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company irrevocably (a) The Issuer and the Insurance Trustee irrevocably submit submits to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in for the City purpose of New York, New York, United States, and any appellate court from any thereof, in any suit, action action, or other proceeding arising out of this Agreement Agreement, or any of the other Transaction Documents (other than agreements or transactions contemplated by this Agreement, the Insurance Policy Registration Statement and the Company Support AgreementProspectus (each, a “Proceeding”), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Trustee hereby irrevocably and unconditionally agree (b) agrees that all claims in respect of such action or proceeding any Proceeding may be heard and determined in any such court of the State of New York orcourt, to the extent permitted by law, in such federal court. The Issuer and the Insurance Trustee irrevocably waive(c) waives, to the fullest extent permitted by law, any objection immunity from jurisdiction of any such court or from any legal process therein, (d) agrees not to commence any suit, action, or proceeding that may be brought in connection with this Agreement Proceeding other than in such courts whether on courts, and (e) waives, to the grounds of venuefullest extent permitted by law, residence or domicile or on the ground any claim that any such suit, action or proceeding has been Proceeding is brought in an inconvenient forum. The Issuer Company and the Insurance Trustee Underwriters agree that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such suit, action or proceeding arising out of the sale of the Shares or this Agreement rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Company, the Underwriters or any person controlling an Underwriter to serve any process or notice of motion or other Transaction Documents shall application in any other manner permitted by law or limit or affect the right of the Company, the Underwriters or any right that any party may otherwise have person controlling an Underwriter to bring any action or proceeding relating to this Agreement against the other party or any other Transaction Documents of its properties in the courts of any other jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will Company further agrees to take any and all action action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation designations and appointments or such substitute designations and appointments in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reasoneffect. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, the Issuer will promptly and irrevocably designate a new Process Agent within New YorkTO THE FULLEST EXTENT PERMITTED BY LAW, New YorkON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, which will agree to act as suchARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, with the powers and for the purposes specified in this subsection (b)THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Issuer irrevocably consents and Company agrees to that the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts prevailing party(ies) in any such action, suit or proceeding by hand delivery, action shall be entitled to it at recover from the other party(ies) all of its address set forth in Section 14.3 of the Indenture or reasonable attorneys’ fees and expenses relating to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonand/or incurred in connection with the preparation therefor.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance ------------------------------- Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the City Borough of New YorkManhattan, New YorkXxx Xxxx xx Xxx Xxxx, United StatesXxx Xxxx, Xxxxxx Xxxxxx, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Agreement or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement Indenture 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 and the Insurance Trustee agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in other jurisdictions any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit on upon such judgment, as the judgment case may be; provided that service of process is effected upon the Issuer or the Trustee in any other the manner provided by law. Nothing in this Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdictionIndenture. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation Systemthe New York office of Petroleo Brasileiro S.A., located at 000 Xxxxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 as its authorized agent (the “"Process Agent”") to accept ------------- and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding proceedings in any New York state State court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, each Sponsor Entity and the Borrower irrevocably and unconditionally: (a) The Issuer submits for itself and the Insurance Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of any court (i) the courts of the State of New York or any United States federal court sitting for the District of Columbia; (ii) the courts of the United States in and for the City Southern District of New York, New York, United States, and ; (iii) any appellate other federal court from any thereof, of competent jurisdiction in any suit, action or proceeding arising out of this Agreement other jurisdiction where it or any of its property may be found; and (iv) appellate courts from any of the other Transaction Documents foregoing; (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of b) consents that any judgment, and the Issuer and the Insurance Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard brought in or removed to such courts, and determined waives any objection, or right to stay or dismiss any action or proceeding, 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 agrees not to plead or claim the same; (c) to the extent organized, formed or domiciled outside the United States, agrees to irrevocably designate and appoint an agent satisfactory to DOE for service of process in New York under this Agreement and any other Financing Document governed by the laws of the State of New York orYork, with respect to any action or proceeding in New York, as its authorized agent to receive, accept and confirm receipt of, on its behalf, service of process in any such proceeding. Each such party agrees that service of process, writ, judgment or other notice of legal process upon said agent shall be deemed and held in every respect to be effective personal service upon it. Each such party shall maintain such appointment (or that of a successor satisfactory to DOE) continuously in effect at all times while such person is obligated under this Agreement; (d) agrees that nothing herein shall (i) affect the extent right of any Secured Party to effect service of process in any other manner permitted by law; or (i) limit the right of any Secured Party to commence proceedings against or otherwise sue a Sponsor Entity or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, in such federal court. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent extent, permitted by law, any objection to any suit, action, or proceeding Applicable Law; and (e) agrees that may be brought in connection with this Agreement 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 and the Insurance Trustee agree that final judgment against it in any such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the U.S. by suit on the judgment or in any other manner otherwise as provided by law. Nothing in this Agreement , a certified or any other Transaction Documents exemplified copy of which judgment shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in be conclusive evidence of the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints fact and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf amount of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise obligation against the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonapplicable party.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the City Borough of New YorkManhattan, New YorkXxx Xxxx xx Xxx Xxxx, United StatesXxx Xxxx, Xxxxxx Xxxxxx, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Agreement or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement Indenture 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 and the Insurance Trustee agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in other jurisdictions any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit on upon such judgment, as the judgment case may be; provided that service of process is effected upon the Issuer or the Trustee in any other the manner provided by law. Nothing in this Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdictionIndenture. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 as its authorized agent (the “Process Agent”"PROCESS AGENT") to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state State court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture 14.4 or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture 14.4 or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, each Grantor irrevocably and unconditionally: (a) The Issuer submits for itself and the Insurance Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive nonexclusive general jurisdiction of any court (i) the courts of the State of New York or any United States federal court sitting of America for the District of Columbia, (ii) the courts of the United States of America in and for the City Southern District of New York, New York, United States, and (iii) any appellate other federal court from any thereof, of competent jurisdiction in any suit, action or proceeding arising out of this Agreement other jurisdiction where it or any of its property may be found and (iv) appellate courts from any of the other Transaction Documents foregoing; (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of b) consents that any judgment, and the Issuer and the Insurance Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard brought in or removed to such courts, and determined waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any such court of the State of New York or, to the extent permitted by law, in or that such federal court. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement 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 was brought in an inconvenient forum. The Issuer court and agrees not to plead or claim the Insurance Trustee agree same; (c) agrees that final judgment service of process in any such suitaction or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor, as applicable, at such Grantor’s address specified in Section 6.03 (Notices) or at such other address of which the Collateral Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall (i) affect the right of any Secured Party to effect service of process in any other manner permitted by law or (ii) limit the right of Collateral Agent or any other Secured Party to commence proceedings against or otherwise sue such Grantor or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Applicable Laws; and (e) agrees that judgment against it in any such action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or without the U.S. by suit on the judgment or in any other manner otherwise as provided by law. Nothing in this Agreement , a certified or any other Transaction Documents exemplified copy of which judgment shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in be conclusive evidence of the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints fact and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address amount of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonGrantor’s obligation.

Submission to Jurisdiction, Etc. (a) The Issuer Unibanco and the Insurance Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal Federal court sitting in the City of New YorkXxx Xxxx xx Xxx Xxxx, New YorkXxx Xxxx, United StatesXxxxxx Xxxxxx, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Agreement Indenture, the Notes or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer Unibanco and the Insurance 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 courtFederal court . The Issuer Unibanco and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement Indenture 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 Unibanco and the Insurance Trustee agree that 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 Agreement Indenture, the Notes or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement Indenture, the Notes or any other Transaction Documents Document in the courts of any jurisdiction. (b) The Issuer Unibanco hereby irrevocably appoints and empowers CT Corporation SystemUnibanco, located at 000 Xxxxxx 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal Xxx Xxxx Xxxxx xxxxx xx Xxxxxx Xxxxxx Federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer Unibanco will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer Unibanco will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer Unibanco irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture 14.4 or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture 14.4 or to its Process Agent. Service upon the Issuer Unibanco or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer Unibanco shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit Each party hereby submits to the non-exclusive jurisdiction of any court the U.S. federal and New York state courts sitting in the Borough of the State Manhattan, City of New York or any United States federal court sitting in (collectively, the City of New York, New York, United States, and any appellate court from any thereof“Specified Courts”), in any suit, action suit or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Trustee transactions contemplated hereby. The parties hereby irrevocably and unconditionally agree that all claims in respect waive any objection to the laying of such venue of any lawsuit, action or other proceeding may be heard in such courts, and determined hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court of the State of New York or, to the extent permitted by law, in such federal court. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suitlawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Issuer Company irrevocably designates and the Insurance Trustee agree that 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 Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, Cogency Global Inc. located at 000 Xxxxxx Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 , as its authorized agent (in the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date of this Agreement. With respect to any legal suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents arising out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service based upon the Issuer this Agreement or the Process Agent as provided for herein willtransactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, constitute valid all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and effective personal service upon after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the failure Specified Courts or any other court of the Process Agent competent jurisdiction, and will not raise or claim or cause to give be pleaded any notice such immunity at or in respect of any such service Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the Issuer shall not impair or affect in any way the validity United States Foreign Sovereign Immunities Act of such service or any judgment rendered in any action or proceeding based thereon1976, as amended.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, The City of New York, New York, United States, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Agreement or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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 courtcouxx xxxx xxx xxxxxxx. The Issuer and the Insurance Trustee Xxx Xxxxxx xxx xxx Xxxxxee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement Indenture 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 and the Insurance Trustee agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in other jurisdictions any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit on upon such judgment, as the judgment case may be; provided that service of process is effected upon the Issuer or the Trustee in any other the manner provided by law. Nothing in this Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdictionIndenture. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation Systemthe New York office of Petroleo Brasileiro S.A., located at 000 Xxxxxx Xxxxxx570 Lexington Avenue, Xxx Xxxx43rd Floor, XX 00000 New York, New York 10022 as its authorized agent auxxxxxxxx xxxxx (the “Process Agent”xxx "Xxxxxxx Xxxxx") to accept and acknowledge xx xxxxxx xxx xxxxxxxedge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding proceedings in any New York state State court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the City Borough of New YorkManhattan, New YorkXxx Xxxx xx Xxx Xxxx, United StatesXxx Xxxx, Xxxxxx Xxxxxx, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Agreement or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement the Indenture, as supplemented, 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 and the Insurance Trustee agree that final final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in other jurisdictions any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit on upon such judgment, as the judgment or case may be; provided, that service of process is effected upon the Issuer, in any other the manner provided by law. Nothing in this Agreement the Indenture, or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdictionTrustee. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation Systemthe New York branch of Banco do Brasil S.A., located at 000 Xxxxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf behalf, and on behalf of its property property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state State court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b)subsection. The Issuer irrevocably consents and agrees to the service and of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, delivery to it at its address set forth in this Section 14.3 11.13 of the Indenture this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 14.3 11.13 of the Indenture this Subordination Nucleus or to its Process Agent. Service upon the Issuer or the a Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. (a) The Issuer Borrowers hereby irrevocably agree that any legal action, suit or proceeding against the Borrowers with respect to the obligations and liabilities of the Insurance Trustee Borrowers hereunder or any other matter under or arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Swing Line Note or any other Loan Instrument or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States District Court of the Western District of Kentucky or in the courts of the Commonwealth of Kentucky, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrowers hereby irrevocably accept and submit to the non-exclusive jurisdiction of any court each of the State of New York or aforesaid courts IN PERSONAM generally and unconditionally with respect to any United States federal court sitting in the City of New Yorksuch action, New York, United States, and any appellate court from any thereof, in any suit, action suit or proceeding arising out of this Agreement or any of involving the other Transaction Documents (other than the Insurance Policy Borrowers and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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 courtBorrowers' property. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement 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 and the Insurance Trustee Borrowers further agree that final judgment against the Borrowers in any such suitaction, action suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrowers, and may thereafter be enforced in any other jurisdictions jurisdiction, within or outside the United States of America, by suit on the judgment judgment, a certified or in any other manner provided by law. Nothing in this Agreement or any other Transaction Documents exemplified copy of which shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in be conclusive evidence of the courts fact and of any jurisdiction. (b) The Issuer hereby irrevocably appoints the amount of the Borrowers' obligations and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsliabilities. The Issuer will take any Borrowers further irrevocably consent and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand deliverymailing copies thereof by registered or certified air mail, postage prepaid, to it the Borrowers at its the address set forth in Section 14.3 14 hereof or by serving copies thereof upon any statutory agent for service of process of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process AgentBorrowers. Service The Borrowers agree that service upon the Issuer or the Process Agent Borrowers as provided for herein will, to the fullest extent permitted by law, shall constitute valid and effective personal service upon it the Borrowers and that the failure of the Process Agent any statutory agent to give any notice of such service to the Issuer Borrowers shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Swing Line Note and/or the other Loan Instruments, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrowers may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrowers hereby irrevocably and unconditionally waive any objection which the Borrowers may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Swing Line Note and/or the other Loan Instruments brought in the Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in either such court has been brought in an inconvenient forum.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit Company hereby submits to the non-exclusive jurisdiction of any court the U.S. federal and New York state courts in the Borough of the State Manhattan, The City of New York or any United States federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, in any suit, action suit or proceeding arising out of or relating to this Agreement or any of Agreement, the other Transaction Documents (other than Registration Statement, the Insurance Policy Canadian Prospectus, the Prospectus and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Trustee transactions contemplated hereby. The parties hereby irrevocably and unconditionally agree that all claims in respect waive any objection to the laying of such venue of any lawsuit, action or other proceeding may be heard in such courts, and determined hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court of the State of New York orthat any such lawsuit, to action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent permitted by lawthat the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, in such federal court. The Issuer and the Insurance Trustee Company irrevocably waivewaives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought such immunity in connection with this Agreement in such courts whether on the grounds respect of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forumproceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, THE CANADIAN PROSPECTUS AND THE PROSPECTUS. The Issuer and the Insurance Trustee agree that 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 Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby Company irrevocably appoints and empowers CT Corporation System________________, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (in the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf Borough of its property service Manhattan, The City of any and all legal processNew York, summons, notices and documents New York upon which process may be served in any such suitsuit or proceeding, action or proceeding and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any New York state court such suit or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsproceeding. The Issuer will Company further agrees to take any and all action actions as may be necessary to continue maintain such designation and appointment of such agent in full force and effect and to advise for a period of seven years from the Insurance Trustee date of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonAgreement.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit Company hereby submits to the non-exclusive jurisdiction of any court the U.S. federal and New York state courts in the Borough of the State Manhattan, The City of New York or any United States federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, in any suit, action suit or proceeding arising out of or relating to this Agreement or any of Agreement, the other Transaction Documents (other than Registration Statement, the Insurance Policy Prospectus and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Trustee transactions contemplated hereby. The parties hereby irrevocably and unconditionally agree that all claims in respect waive any objection to the laying of such venue of any lawsuit, action or other proceeding may be heard in such courts, and determined hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court of the State of New York orthat any such lawsuit, to action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent permitted by lawthat the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, in such federal court. The Issuer and the Insurance Trustee Company irrevocably waivewaives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought such immunity in connection with this Agreement in such courts whether on the grounds respect of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forumproceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Issuer and the Insurance Trustee agree that 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 Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby Company irrevocably appoints and empowers CT Corporation SystemCapitol Corporate Services, located at 000 Xxxxxx XxxxxxInc., Xxx Xxxx, XX 00000 as its authorized agent (in the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf Borough of its property service Manhattan, The City of any and all legal processNew York, summons, notices and documents New York upon which process may be served in any such suitsuit or proceeding, action or proceeding and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any New York state court such suit or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsproceeding. The Issuer will Company further agrees to take any and all action actions as may be necessary to continue maintain such designation and appointment of such agent in full force and effect and to advise for a period of seven years from the Insurance Trustee date of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonAgreement.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Agreement Indenture, the Notes or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Issuer Consent Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement Indenture in such courts whether on the grounds of venue, venue residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Insurance Trustee agree that final judgment in any such suit, 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 Agreement Indenture, the Notes or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement Indenture, the Notes or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 I I I Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes purpose specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. (a) The Issuer and Company irrevocably agrees that any legal suit, action or proceeding brought by any party to this Agreement or by any person who controls any such party arising out of or based upon this Agreement or the Insurance Trustee irrevocably submit to transactions contemplated hereby may be instituted in the non-exclusive jurisdiction federal courts of any court the United States or the courts of the State of New York or any United States federal court sitting York, in each case located in the Borough of Manhattan in the City of New York, New York, United States, York (the “Specified Courts”) and any appellate court from any thereof, irrevocably submits to the jurisdiction of such courts in any suit, action or proceeding arising out of this Agreement or any of the other Transaction Documents (other than the Insurance Policy and the proceeding. The Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Trustee hereby irrevocably and unconditionally agree that all claims in respect waives any objection to the laying of such venue of any suit, action or proceeding may be heard in the Specified Courts, and determined hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court of the State of New York or, to the extent permitted by law, in such federal court. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The Issuer and the Insurance Trustee agree that final judgment in any such suitCompany has appointed Banco Bradesco S.A., 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 or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation SystemNew York branch, located at 000 Xxxxxx Xxxx Xxxxxx, 00xx/00xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, as its authorized agent (the “Process Authorized Agent”) upon whom process may be served in any action based on this Agreement which may be instituted in any U.S. federal or state court in New York City by any party to accept this Agreement and acknowledge expressly accepts the jurisdiction of any such court in respect of any such action. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and on its behalf agrees to take any and on behalf of its property service all action, including the filing of any and all legal processdocuments and instruments, summons, notices and documents which that may be served necessary to continue such appointment in full force and effect for a period of 12 years from the date of this Agreement. 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. In addition, the Company irrevocably consents to the service of any process in any such suit, action or proceeding in any New York state court of the Specified Courts by the delivery or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address mailing of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, process to the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes Company at its address specified in this subsection (b)Agreement and agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. The Issuer Company also irrevocably consents and agrees submits to the service and any and all legal process, summons, notices and documents out non-exclusive jurisdiction of any of the aforesaid courts competent court in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process AgentBrazil. Service upon the Issuer or the Process Agent as provided for herein willThe Company irrevocably waives, to the fullest extent permitted by applicable law, constitute valid all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and effective personal service upon after judgment) and execution to which it might otherwise be entitled and the failure of the Process Agent will not raise or claim or cause to give be pleaded any notice of such service to the Issuer shall not impair or affect immunity in connection with any way the validity of such service or any judgment rendered in any suit, action or proceeding arising out of or based thereonupon this Agreement, including, without limitation, any immunity pursuant to the U.S. Foreign Sovereign Immunities Act of 1976, as amended. THE COMPANY AND THE INITIAL PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR FOR ANY COUNTERCLAIM THEREIN.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal Federal court sitting in the The City of New York, New York, United States, and any appellate court from any thereofcoxxx xxxx xxx xxxxxxx, in any suitxx xxx xxxx, action or xxxxxx xx proceeding arising out of this Agreement Indenture, the Notes or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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 courtFederal court . The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement Indenture 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 and the Insurance Trustee agree that 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 Agreement Indenture, the Notes or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement Indenture, the Notes or any other Transaction Documents Document in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx111 Eighth Avenue, Xxx XxxxNew York, XX 00000 New York 10011 as its authorized agent (the “Process Agent”xxx "Xxxxxxx Xxxxx") to accept and acknowledge xx xxxxxx xxx xxxxxxledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state State court or United States federal Federal court sitting in Xxx The Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx Xxates and any appellate court from any thereofcouxx xxxx xxx xxxxxxx, which service may be made xxxxx xxxxxxx xxx xx xxxe on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture 14.4 or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture 14.4 or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, the Borrower irrevocably and unconditionally: (a) The Issuer submits for itself and the Insurance Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of any court (i) the courts of the State United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York or in New York County; (iii) any United States other federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, competent jurisdiction in any suit, action or proceeding arising out of this Agreement other jurisdiction where it or any of its property may be found; (iv) the other Transaction Documents state courts of the District of Columbia and New York County; and (other than v) appellate courts from any of the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of foregoing; (b) consents that any judgment, and the Issuer and the Insurance Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard brought in or removed to such courts, and determined waives any objection, or right to stay or dismiss any action or proceeding, 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 agrees not to plead or claim the same; (c) [Reserved]; (d) agrees that nothing herein shall (i) affect the right of the State any Secured Party to effect service of New York or, to the extent process in any other manner permitted by law, or (ii) limit the right of any Secured Party to commence proceedings against or otherwise sue the Borrower or any other Person in such federal court. The Issuer any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and the Insurance Trustee irrevocably waive, to the fullest extent extent, permitted by law, any objection to any suit, action, or proceeding the Applicable Laws; and (e) agrees that may be brought in connection with this Agreement 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 and the Insurance Trustee agree that final judgment against it in any such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the U.S. by suit on the judgment or in any other manner otherwise as provided by law. Nothing in this Agreement , a certified or any other Transaction Documents exemplified copy of which judgment shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any conclusive evidence of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 fact and amount of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower’s obligation.

Submission to Jurisdiction, Etc. (a) The Issuer Borrower hereby irrevocably agrees that any legal action, suit or proceeding against the Borrower with respect to the obligations and liabili-ties of the Insurance Trustee Borrower hereunder or any other matter under or arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, or any other Loan Document or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States District Court of the Western District of Kentucky at Louisville, Kentucky or in the Jefferson County, Kentucky Circuit Court, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrower hereby irrevocably submit accepts and submits to the non-exclusive jurisdiction of any court each of the State of New York or aforesaid courts in personam generally and uncondi-tionally with respect to any United States federal court sitting in the City of New Yorksuch action, New York, United States, and any appellate court from any thereof, in any suit, action suit or proceeding arising out of this Agreement or any of in-volving the other Transaction Documents (other than the Insurance Policy Borrower and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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 courtBorrower's property. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement 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 and the Insurance Trustee agree Borrower further agrees that final judgment against the Borrower in any such suitaction, action suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrower, and may thereafter be enforced in any other jurisdictions jurisdiction, within or outside the United States of America, by suit on the judgment judg-ment, a certified or in any other manner provided by law. Nothing in this Agreement or any other Transaction Documents exemplified copy of which shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in be conclusive evidence of the courts fact and of any jurisdiction. (b) The Issuer hereby irrevocably appoints the amount of the Borrower's obliga-tions and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsliabilities. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer Borrower further irrevocably consents and agrees to the service and of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 mailing copies thereof by serving copies thereof upon any statutory agent for service of process of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process AgentBorrower. Service The Borrower agrees that service upon the Issuer or the Process Agent Borrower as provided for herein will, to the fullest extent permitted by law, shall constitute valid and effective personal service upon it the Borrower and that the failure of the Process Agent any statutory agent to give any notice of such service to the Issuer Borrower shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Noth-ing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrower under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Negative Pledge Agreement and/or the other Loan Documents, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrower may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrower hereby irrevoc-ably and unconditionally waives any objection which the Borrower may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in con-nection with this Loan Agreement, the Revolving Credit Notes, the Negative Pledge Agreement and/or the other Loan Documents brought in the Circuit Court of Jefferson County, Kentucky or in the United States Dis-trict Court for the Western District of Kentucky at Louisville, Kentucky, and hereby fur-ther irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in either such court has been brought in an inconvenient forum.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit Company hereby submits to the non-exclusive jurisdiction of any court the U.S. federal and New York state courts in the Borough of the State Manhattan, The City of New York or any United States federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, in any suit, action suit or proceeding arising out of or relating to this Agreement or any of Agreement, the other Transaction Documents (other than Registration Statement, the Insurance Policy Prospectus and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Trustee transactions contemplated hereby. The parties hereby irrevocably and unconditionally agree that all claims in respect waive any objection to the laying of such venue of any lawsuit, action or other proceeding may be heard in such courts, and determined hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court of the State of New York orthat any such lawsuit, to action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent permitted by lawthat the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, in such federal court. The Issuer and the Insurance Trustee Company irrevocably waivewaives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought such immunity in connection with this Agreement in such courts whether on the grounds respect of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forumproceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Issuer and the Insurance Trustee agree that 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 Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby Company irrevocably appoints and empowers CT Corporation SystemCarmel, located at 000 Xxxxxx XxxxxxXxxxxxx & Xxxx LLP, Xxx Xxxx, XX 00000 as its authorized agent (in the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf Borough of its property service Manhattan, The City of any and all legal processNew York, summons, notices and documents New York upon which process may be served in any such suitsuit or proceeding, action or proceeding and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any New York state court such suit or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsproceeding. The Issuer will Company further agrees to take any and all action actions as may be necessary to continue maintain such designation and appointment of such agent in full force and effect and to advise for a period of seven years from the Insurance Trustee date of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonAgreement.

Submission to Jurisdiction, Etc. (a) The Issuer Borrower hereby irrevocably agrees that any legal action, suit or proceeding against the Borrower with respect to the obligations and liabili- ties of the Insurance Trustee Borrower hereunder or any other matter under or arising out of or in connection with this loan Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States District Court of the Western District of Kentucky or in the courts of the Common- wealth of Kentucky, as the Requisite Banks may elect, and, by exe- cution and delivery of this Loan Agreement, the Borrower hereby irrevocably submit accepts and submits to the non-exclusive jurisdiction of any court each of the State of New York or aforesaid courts in personam generally and uncondi- tionally with respect to any United States federal court sitting in the City of New Yorksuch action, New York, United States, and any appellate court from any thereof, in any suit, action suit or proceeding arising out of this Agreement or any of in- volving the other Transaction Documents (other than the Insurance Policy Borrower and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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 courtBorrower's property. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement 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 and the Insurance Trustee agree Borrower further agrees that final judgment against the Bor- rower in any such suitaction, action suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrower, and may thereafter be enforced in any other jurisdictions jurisdiction, within or outside the United States of America, by suit on the judgment judgment, a certified or in any other manner provided by law. Nothing in this Agreement or any other Transaction Documents exemplified copy of which shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in be conclu- sive evidence of the courts fact and of any jurisdiction. (b) The Issuer hereby irrevocably appoints the amount of the Borrower's obli- gations and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsliabilities. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer Borrower further irrevocably consents and agrees to the service and of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand deliverymailing copies thereof by regis- tered or certified air mail, postage prepaid, to it the Borrower at its the address set forth in Section 14.3 12.3 below or by serving copies thereof upon any statutory agent for service of process of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process AgentBorrower. Service The Borrower agrees that service upon the Issuer or the Process Agent Borrower as provided for herein will, to the fullest extent permitted by law, shall constitute valid and effective personal service upon it the Borrower and that the failure of the Process Agent any statutory agent to give any notice of such service to the Issuer Borrower shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Noth- ing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrower under, or any other matter arising out of or in connection with, this Loan Agreement and/or the other Loan Instruments, or for recognition or enforce- ment of any judgment rendered in any such action, suit or proceed- ing, in the courts of whatever jurisdiction in which property of the Borrower may be found or as otherwise shall to the Requisite Banks seem appropriate, or to affect the rights to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrower hereby irrevocably and unconditionally waives any objection which the Borrower may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Loan Agree- ment and/or the other Loan Instruments brought in the Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in either such court has been brought in an inconvenient forum.

Submission to Jurisdiction, Etc. (a) The Issuer Each of the parties hereto hereby irrevocably and the Insurance Trustee irrevocably submit unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in City, County and State of New York or any United States federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any of the other Transaction Loan Documents (other than the Insurance Policy and the Company Support Agreement), to which each it is or is to be a party, or for recognition or enforcement of any judgment, and each of the Issuer and the Insurance Trustee parties hereto hereby irrevocably and unconditionally agree agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court of the State of New York State court or, to the extent permitted by law, in such federal Federal court. The Issuer and Each of the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding parties hereto agrees that may be brought in connection with this Agreement 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 and the Insurance Trustee agree 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 Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Transaction Loan Documents in the courts of any jurisdiction.THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION 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 OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. (b) The Issuer hereby Each of the parties hereto irrevocably appoints and empowers CT Corporation Systemunconditionally waives, located at 000 Xxxxxx Xxxxxxto the fullest extent it may legally and effectively do so, Xxx Xxxx, XX 00000 as its authorized agent (any objection that it may now or hereafter have to the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf laying of its property service venue of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York state court State or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsFederal court. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any Each of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein willparties hereto hereby irrevocably waives, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure defense of an inconvenient forum to the Process Agent to give any notice maintenance of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonin any such courtTHE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (a) OF THIS SECTION 9.14. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, the Borrower irrevocably and unconditionally: (a) The Issuer submits for itself and the Insurance Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Loan Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of any court the Supreme Court of the State of New York or any and the United States federal court sitting in District Court for the City Southern District of New York, New York, United Statesin each case sitting in the Borough of Manhattan, and any appellate court courts from any thereof, in ; (b) consents that any suit, action or proceeding arising out of this Agreement or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard brought in or removed to such courts, and determined waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any such court of the State of New York or, to the extent permitted by law, in or that such federal court. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement 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 was brought in an inconvenient forum. The Issuer court and agrees not to plead or claim the Insurance Trustee agree same; (c) agrees that final judgment service of process in any such suitaction or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address specified in Section 9.2 or at such other address of which the Lender shall have been notified pursuant thereto; (d) agrees that nothing herein shall (i) affect the right of the Lender to effect service of process in any other manner permitted by law or (ii) limit the right of the Lender to commence proceedings against or otherwise xxx the Borrower or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Applicable Law; and (e) agrees that judgment against it in any such action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or without the United States by suit on the judgment or in any other manner otherwise as provided by law. Nothing in this Agreement , a certified or any other Transaction Documents exemplified copy of which judgment shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any conclusive evidence of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 fact and amount of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower’s obligation.

Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, the Borrower irrevocably and unconditionally: (a) The Issuer submits for itself and the Insurance Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of any court the Supreme Court of the State of New York or any and the United States federal court sitting in District Court for the City Southern District of New York, New York, United States, in each case sitting in the borough of Manhattan and any appellate court courts from any thereof, in ; (b) consents that any suit, action or proceeding arising out of this Agreement or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard brought in or removed to such courts, and determined waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any such court of the State of New York or, to the extent permitted by law, in or that such federal court. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement 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 was brought in an inconvenient forum. The Issuer court and agrees not to plead or claim the Insurance Trustee agree same; (c) agrees that final judgment service of process in any such suitaction or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address specified in the Loan Agreement or at such other address of which the Secured Party shall have been notified pursuant thereto; (d) agrees that nothing herein shall (i) affect the right of the Secured Party to effect service of process in any other manner permitted by law or (ii) limit the right of the Secured Party to commence proceedings against or otherwise xxx the Borrower or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Applicable Law; and (e) agrees that judgment against it in any such action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or without the United States by suit on the judgment or in any other manner otherwise as provided by law. Nothing in this Agreement , a certified or any other Transaction Documents exemplified copy of which judgment shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any conclusive evidence of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 fact and amount of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower’s obligation.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the City Borough of New YorkManhattan, New YorkXxx Xxxx xx Xxx Xxxx, United StatesXxx Xxxx, Xxxxxx Xxxxxx, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Agreement or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement Indenture 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 and the Insurance Trustee agree that final final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in other jurisdictions any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit on upon such judgment, as the judgment case may be; provided, that service of process is effected upon the Issuer or the Trustee in any other the manner provided by law. Nothing in this Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdictionIndenture. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation Systemthe New York branch of Banco Bradesco S.A., located at 000 Xxxxxx Xxxx Xxxxxx, 00xx/00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 as its authorized agent agent, and the Trustee hereby irrevocably appoints and empowers The Bank of New York, located at 00 Xxxxx Xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (the “Corporate Trust Department) as its authorized agent, (each a "Process Agent”") to accept and acknowledge for and on its behalf their behalf, and on behalf of its property their property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state State court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer and the Trustee will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee Issuer or the Trustee, as applicable, of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer or the Trustee, as applicable, will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, delivery to it at its address set forth in Section 14.3 of the Indenture 15.3 or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture 15.3 or to its Process Agent. Service upon the Issuer or the Trustee or a Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the any Process Agent to give any notice of such service to the Issuer or the Trustee, as applicable, shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. (a) The Issuer Borrowers hereby irrevocably agree that any legal action, suit or proceeding against the Borrowers with respect to the obligations and liabilities of the Insurance Trustee Borrowers hereunder or any other matter under or arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Mortgages, or any other Loan Document or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States District Court of the Western District of Kentucky at Louisville, Kentucky or in the Jefferson County, Kentucky Circuit Court, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrowers hereby irrevocably accept and submit to the non-exclusive jurisdiction of any court each of the State of New York or aforesaid courts in personam generally and unconditionally with respect to any United States federal court sitting in the City of New Yorksuch action, New York, United States, and any appellate court from any thereof, in any suit, action suit or proceeding arising out of this Agreement or any of involving the other Transaction Documents (other than the Insurance Policy Borrowers and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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 courtBorrowers' property. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement 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 and the Insurance Trustee Borrowers further agree that final judgment against the Borrowers in any such suitaction, action suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrowers, and may thereafter be enforced in any other jurisdictions jurisdiction, within or outside the United States of America, by suit on the judgment judgment, a certified or in any other manner provided by law. Nothing in this Agreement or any other Transaction Documents exemplified copy of which shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in be conclusive evidence of the courts fact and of any jurisdiction. (b) The Issuer hereby irrevocably appoints the amount of the Borrowers' obligations and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsliabilities. The Issuer will take any Borrowers further irrevocably consent and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 mailing copies thereof by serving copies thereof upon any statutory agent for service of process of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process AgentBorrowers. Service The Borrowers agree that service upon the Issuer or the Process Agent Borrowers as provided for herein will, to the fullest extent permitted by law, shall constitute valid and effective personal service upon it the Borrowers and that the failure of the Process Agent any statutory agent to give any notice of such service to the Issuer Borrowers shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages and/or the other Loan Documents, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrowers may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrowers hereby irrevocably and unconditionally waive any objection which the Borrowers may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages and/or the other Loan Documents brought in the Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky at Louisville, Kentucky, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in either such court has been brought in an inconvenient forum.

Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, each Borrower Party irrevocably and unconditionally: (a) The Issuer submits for itself and the Insurance Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of (i) the courts of the United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York sitting in New York County; (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found; and (iv) the courts of the State of New York or any United States federal court sitting in and for the City County of New York, New York, United States; (v) the courts of Washington D.C.; and (vi) appellate courts from any of the foregoing; (b) consents that any such action or proceeding may be brought in or removed to such courts, and waives any appellate court from objection, or right to stay or dismiss any thereofaction or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any suitsuch court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) confirms that it has irrevocably designated and appointed CT Corporation System with an office on the date hereof at 20 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its agent for service of process under this Agreement and any other Financing Document to which it is a party, with respect to any legal process, writ, judgment, summons, notice and document that may be served in any action or proceeding arising out of this Agreement or any other Financing Document. It agrees that service of the process, writ, judgment, summons or other Transaction Documents (other than the Insurance Policy notice of legal process upon said agent shall be deemed and the Company Support Agreement), to which each is or is held in every respect to be effective personal service upon it. It shall maintain such appointment (or that of a party, or for recognition or enforcement successor satisfactory to DOE) continuously in effect at all times while it is obligated under this Agreement; (d) agrees that nothing herein shall: (i) affect the right of any judgmentSecured Party to effect service of process in any other manner permitted by law; or (ii) limit the right of any Secured Party to commence proceedings against or otherwise sue the Borrower Party or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the Issuer and extent, permitted by the Insurance Trustee hereby irrevocably and unconditionally agree Applicable Laws; and (e) agrees that all claims in respect of such action or proceeding may be heard and determined judgment against it in any such court of the State of New York or, to the extent permitted by law, in such federal court. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement 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 and the Insurance Trustee agree that final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the U.S. by suit on the judgment or in any other manner otherwise as provided by law. Nothing in this Agreement , a certified or any other Transaction Documents exemplified copy of which judgment shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any conclusive evidence of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 fact and amount of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower Party’s obligation.

Submission to Jurisdiction, Etc. (a) The Issuer Each of the Guarantors hereby irrevocably and the Insurance Trustee irrevocably submit unconditionally submits, for itself and its Property, to the non-exclusive nonexclusive jurisdiction of any New York State court or federal court of the State United States of America sitting in New York or any United States federal court sitting in the City of New York, New York, United StatesCity, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement Guaranty or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a partydocument related thereto, or for recognition or enforcement of any judgment, and each of the Issuer and the Insurance Trustee Guarantors hereby irrevocably and unconditionally agree agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court of the State of New York State court or, to the extent permitted by law, in such federal court. The Issuer and Each of the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding Guarantors agrees that may be brought in connection with this Agreement 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 and the Insurance Trustee agree 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 Agreement or any other Transaction Documents Guaranty shall affect any right that any party the Lenders or the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement Guaranty or any other Transaction Documents document related thereto in the courts of any jurisdiction. (b) The Issuer Each of the Guarantors hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (unconditionally consent to the “Process Agent”) service of process of any of the aforementioned courts in any such action or proceeding. Each Guarantor hereby irrevocably consents to accept and acknowledge for and on its behalf and on behalf of its property the service of any and all legal process, summons, notices and documents which may be served process in any such action or proceeding by the mailing of copies of such process to such Guarantor, or to the Parent on behalf of such Guarantor, at its address specified in Section 8 hereof. (c) Each of the Guarantors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto in any New York state court State or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtscourt. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any Each of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein willGuarantors hereby irrevocably waives, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure defense of an inconvenient forum to the Process Agent to give any notice maintenance of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonin any such court.

Submission to Jurisdiction, Etc. (a) The Issuer and Borrower hereby irrevocably ------------------------------- agrees that any legal action, suit or proceeding against the Insurance Trustee irrevocably submit Borrower with respect to the non-exclusive jurisdiction of any court obligations and liabilities of the State of New York Borrower hereunder or any United States federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, in any suit, action other matter under or proceeding arising out of or in connection with this Agreement Loan Agreement, the Revolving Credit Notes, or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, Loan Document or for recognition or enforcement of any judgmentjudgment rendered in any such action, and the Issuer and the Insurance Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action suit or proceeding may be heard brought in the United States District Court of the Western District of Kentucky at Louisville, Kentucky or in the Jefferson County, Kentucky Circuit Court, as the Banks may elect, and, by execution and determined delivery of this Loan Agreement, the Borrower hereby irrevocably accepts and submits to the non- exclusive jurisdiction of each of the aforesaid courts in personam generally and -- -------- unconditionally with respect to any such court action, suit or proceeding involving the Borrower and in respect of the State of New York or, to the extent permitted by law, in such federal courtBorrower's property. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement 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 and the Insurance Trustee agree Borrower further agrees that final judgment against the Borrower in any such suitaction, action suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrower, and may thereafter be enforced in any other jurisdictions jurisdiction, within or outside the United States of America, by suit on the judgment judgment, a certified or in any other manner provided by law. Nothing in this Agreement or any other Transaction Documents exemplified copy of which shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in be conclusive evidence of the courts fact and of any jurisdiction. (b) The Issuer hereby irrevocably appoints the amount of the Borrower's obligations and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsliabilities. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer Borrower further irrevocably consents and agrees to the service and of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 mailing copies thereof by serving copies thereof upon any statutory agent for service of process of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process AgentBorrower. Service The Borrower agrees that service upon the Issuer or the Process Agent Borrower as provided for herein will, to the fullest extent permitted by law, shall constitute valid and effective personal service upon it the Borrower and that the failure of the Process Agent any statutory agent to give any notice of such service to the Issuer Borrower shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrower under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Negative Pledge Agreement and/or the other Loan Documents, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrower may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrower hereby irrevocably and unconditionally waives any objection which the Borrower may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Negative Pledge Agreement and/or the other Loan Documents brought in the Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky at Louisville, Kentucky, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in either such court has been brought in an inconvenient forum.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit submits to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, The City of New York, New York, United States, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Agreement or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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. The Issuer and the Insurance Trustee irrevocably waivewaives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement Indenture or the Notes 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 and the Insurance Trustee agree agrees that final final, non-appealable 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 other jurisdictions any court to the jurisdiction of which the Issuer is subject by a suit on upon such judgment, as the judgment or case may be; provided, that service of process is effected upon the Issuer in any other the manner provided by law. Nothing in this Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdictionIndenture. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation Systemthe New York branch of Banco do Brasil S.A., located at 000 Xxxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf behalf, and on behalf of its property property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state State court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee Issuer of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, delivery to it at its address set forth in Section 14.3 of the Indenture 13.03 or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture 13.03 or to its Process Agent. Service upon the Issuer or the a Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. (a) The Issuer Each of the parties hereto hereby irrevocably and the Insurance Trustee irrevocably submit unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in City, County and State of New York or any United States federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any of the other Transaction Loan Documents (other than the Insurance Policy and the Company Support Agreement), to which each it is or is to be a party, or for recognition or enforcement of any judgment, and each of the Issuer and the Insurance Trustee parties hereto hereby irrevocably and unconditionally agree agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court of the State of New York State court or, to the extent permitted by law, in such federal Federal court. The Issuer and Each of the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding parties hereto agrees that may be brought in connection with this Agreement 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 and the Insurance Trustee agree 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 Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Transaction Loan Documents in the courts of any jurisdiction. (a) THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY ISSUING BANK, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION 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 OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY ISSUING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. (b) The Issuer hereby Each of the parties hereto irrevocably appoints and empowers CT Corporation Systemunconditionally waives, located at 000 Xxxxxx Xxxxxxto the fullest extent it may legally and effectively do so, Xxx Xxxx, XX 00000 as its authorized agent (any objection that it may now or hereafter have to the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf laying of its property service venue of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York state court State or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsFederal court. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any Each of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein willparties hereto hereby irrevocably waives, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure defense of an inconvenient forum to the Process Agent to give any notice maintenance of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonin any such court.THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (a) OF THIS SECTION 9.14. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

Submission to Jurisdiction, Etc. (a) The Issuer Company and the Insurance Trustee irrevocably submit each Selling Shareholder hereby submits to the non-exclusive jurisdiction of any court the U.S. federal and New York state courts in the Borough of the State Manhattan, The City of New York or any United States federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, in any suit, action suit or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Trustee transactions contemplated hereby. The parties hereby irrevocably and unconditionally agree that all claims in respect waive any objection to the laying of such venue of any lawsuit, action or other proceeding may be heard in such courts, and determined hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court of the State of New York or, to the extent permitted by law, in such federal court. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suitlawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Issuer and the Insurance Trustee agree that 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 Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby Company irrevocably appoints and empowers CT Corporation SystemZIM American Integrated Shipping Services Company, located at 000 Xxxxxx XxxxxxLLC, Xxx Xxxx, XX 00000 as its authorized agent (in the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf Borough of its property service Manhattan, The City of any and all legal processNew York, summons, notices and documents New York upon which process may be served in any such suitsuit or proceeding, action or proceeding and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 17 shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Each of the Selling Shareholders irrevocably appoints ZIM American Integrated Shipping Services Company, LLC, as its authorized agent in the Borough of Manhattan, The City of New York, New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, upon which service process may be made on served in any such designeesuit or proceeding, appointee and agent agrees that service of process upon such agent, and written notice of said service to such Selling Shareholder by the person serving the same to the address provided in accordance with legal procedures prescribed for Section 17 shall be deemed in every respect effective service of process upon such courtsSelling Shareholder in any such suit or proceeding. The Issuer will Company and each Selling Shareholder further agree to take any and all action actions as may be necessary to continue maintain such designation and appointment of such agents in full force and effect and to advise for a period of seven years from the Insurance Trustee date of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonAgreement.

Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, the Pledgor irrevocably and unconditionally: (a) The Issuer submits for itself and the Insurance Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive nonexclusive general jurisdiction of any court (i) the courts of the State of New York or any United States federal court sitting of America for the District of Columbia, (ii) the courts of the United States of America in and for the City Southern District of New York, New York, United States, and (iii) any appellate other federal court from any thereof, of competent jurisdiction in any suit, action or proceeding arising out of this Agreement other jurisdiction where it or any of its property may be found and (iv) appellate courts from any of the other Transaction Documents foregoing; (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of b) consents that any judgment, and the Issuer and the Insurance Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard brought in or removed to such courts, and determined waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any such court of the State of New York or, to the extent permitted by law, in or that such federal court. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement 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 was brought in an inconvenient forum. The Issuer court and agrees not to plead or claim the Insurance Trustee agree same; (c) agrees that final judgment service of process in any such suitaction or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Pledgor at its address specified in Section 8.03 (Notices) or at such other address of which the Collateral Agent shall have been notified pursuant thereto or to the address of any process agent appointed by the Pledgor hereunder; (d) agrees that nothing herein shall (i) affect the right of any Secured Party to effect service of process in any other manner permitted by law or (ii) limit the right of the Collateral Agent or any other Secured Party to commence proceedings against or otherwise sue the Pledgor or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Applicable Laws; (e) agrees that judgment against it in any such action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or without the U.S. by suit on the judgment or in any other manner otherwise as provided by law. Nothing in this Agreement , a certified or any other Transaction Documents exemplified copy of which judgment shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in be conclusive evidence of the courts fact and amount of any jurisdiction.the Pledgor’s obligation; and (bf) The Issuer hereby irrevocably (i) designates and appoints and empowers CT C T Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent System (the “Process Agent”) with an office on the date hereof at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its agent to accept and acknowledge for and on its behalf and receive on behalf of itself and its property service services of copies of the summons and complaint and any and all legal process, summons, notices and documents other process which may be served in any such suit, action or proceeding in arising out of or relating to this Agreement, (ii) if for any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise reason the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree shall cease to act as such, with the powers Pledgor agrees to designate a new agent in New York City on the terms and for the purposes specified in of this subsection Section 8.14(f) reasonably satisfactory to DOE, (b). The Issuer irrevocably consents and iii) agrees that such service which may be made by mailing or delivering a copy of such process to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts Pledgor in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure care of the Process Agent at the Process Agent’s above address and (iv) authorizes and directs the Process Agent to give any notice of accept such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonon its behalf.

Submission to Jurisdiction, Etc. (a) The Issuer Borrowers hereby irrevocably agree that any legal action, suit or proceeding against the Borrowers with respect to the obligations and liabilities of the Insurance Trustee Borrowers hereunder or any other matter under or arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Swing Line Note or any other Loan Instrument or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States District Court of the - 76 - 00 Xxxxxxx Xxxxxxxx xx Kentucky or in the courts of the Commonwealth of Kentucky, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrowers hereby irrevocably accept and submit to the non-exclusive jurisdiction of any court each of the State of New York or aforesaid courts in personam generally and unconditionally with respect to any United States federal court sitting in the City of New Yorksuch action, New York, United States, and any appellate court from any thereof, in any suit, action suit or proceeding arising out of this Agreement or any of involving the other Transaction Documents (other than the Insurance Policy Borrowers and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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 courtBorrowers' property. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement 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 and the Insurance Trustee Borrowers further agree that final judgment against the Borrowers in any such suitaction, action suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrowers, and may thereafter be enforced in any other jurisdictions jurisdiction, within or outside the United States of America, by suit on the judgment judgment, a certified or in any other manner provided by law. Nothing in this Agreement or any other Transaction Documents exemplified copy of which shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in be conclusive evidence of the courts fact and of any jurisdiction. (b) The Issuer hereby irrevocably appoints the amount of the Borrowers' obligations and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsliabilities. The Issuer will take any Borrowers further irrevocably consent and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand deliverymailing copies thereof by registered or certified air mail, postage prepaid, to it the Borrowers at its the address set forth in Section 14.3 14 hereof or by serving copies thereof upon any statutory agent for service of process of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process AgentBorrowers. Service The Borrowers agree that service upon the Issuer or the Process Agent Borrowers as provided for herein will, to the fullest extent permitted by law, shall constitute valid and effective personal service upon it the Borrowers and that the failure of the Process Agent any statutory agent to give any notice of such service to the Issuer Borrowers shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Swing Line Note and/or the other Loan Instruments, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrowers may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrowers hereby irrevocably and unconditionally waive any objection which the Borrowers may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Swing Line Note and/or the other Loan Instruments brought in the Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in either such court has been brought in an inconvenient forum.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the City of New York, New York, United States, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Agreement or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a partyDocuments, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement Indenture 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 and the Insurance Trustee agree that 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 Agreement or any other the Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other the Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation SystemJPMorgan Chase Bank, N.A., located at 000 Xxxxxx Xxxxxx0 Xxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 00000, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture 13.03 or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.to

Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, each Borrower Entity irrevocably and unconditionally: (a) The Issuer submits for itself and the Insurance Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of any court (i) the courts of the State of New York or any United States federal court sitting for the District of Columbia; (ii) the courts of the United States in and for the City Southern District of New York, New York, United States, and ; (iii) any appellate other federal court from any thereof, of competent jurisdiction in any suit, action or proceeding arising out of this Agreement other jurisdiction where it or any of its property may be found; and (iv) appellate courts from any of the other Transaction Documents foregoing; (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of b) consents that any judgment, and the Issuer and the Insurance Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard brought in or removed to such courts, and determined waives any objection, or right to stay or dismiss any action or proceeding, 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 agrees not to plead or claim the same; (i) agrees to irrevocably designate and appoint an agent satisfactory to DOE for service of process in New York under this Agreement and any other Financing Document governed by the laws of the State state of New York orYork, with respect to any action or proceeding in New York, as its authorized agent to receive, accept and confirm receipt of, on its behalf, service of process in any such proceeding; (ii) agrees that service of process, writ, judgment or other notice of legal process upon said agent shall be deemed and held in every respect to be effective personal service upon it, and (iii) shall maintain such appointment (or that of a successor satisfactory to DOE) continuously in effect at all times while such Borrower Entity is obligated under this Agreement; (d) agrees that nothing herein shall (i) affect the extent right of any Secured Party to effect service of process in any other manner permitted by law, or (ii) limit the right of any Secured Party to commence proceedings against or otherwise sue the Borrower Entities or any other Person in such federal court. The Issuer any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and the Insurance Trustee irrevocably waive, to the fullest extent extent, permitted by law, any objection to any suit, action, or proceeding the Applicable Laws; and (e) agrees that may be brought in connection with this Agreement 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 and the Insurance Trustee agree that final judgment against it in any such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the U.S. by suit on the judgment or in any other manner otherwise as provided by law. Nothing in this Agreement , a certified or any other Transaction Documents exemplified copy of which judgment shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any conclusive evidence of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 fact and amount of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower Entity’s obligation.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit submits to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, The City of New York, New York, United States, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Agreement or any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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. The Issuer and the Insurance Trustee irrevocably waivewaives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement Indenture or the Notes 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 and the Insurance Trustee agree agrees that final final, non-appealable 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 other jurisdictions any court to the jurisdiction of which the Issuer is subject by a suit on upon such judgment, as the judgment or case may be; provided, that service of process is effected upon the Issuer in any other the manner provided by law. Nothing in this Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdictionIndenture. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation Systemthe New York branch of Banco Bradesco S.A., located at 000 Xxxxxx Xxxx Xxxxxx, 00xx/00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf behalf, and on behalf of its property property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state State court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee Issuer of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, delivery to it at its address set forth in Section 14.3 of the Indenture 13.3 or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture 13.3 or to its Process Agent. Service upon the Issuer or the a Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, the Borrower irrevocably and unconditionally: (a) The Issuer submits for itself and the Insurance Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of: (i) the courts of the United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York sitting in New York County; (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found; (iv) the courts of the State of New York or any United States federal court sitting in New York County; (v) the City courts of New York, New York, United States, the District of Columbia and any (vi) appellate court courts from any thereof, in any suit, action or proceeding arising out of this Agreement or any of the other Transaction Documents foregoing; (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of b) consents that any judgment, and the Issuer and the Insurance Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard brought in or removed to such courts, and determined waives any objection, or right to stay or dismiss any action or proceeding, 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 agrees not to plead or claim the same; (c) agrees to irrevocably designate and appoint an agent satisfactory to DOE for service of process in New York under this Agreement and any other Financing Document governed by the laws of the State of New York orYork, with respect to any action or proceeding in New York, as its authorized agent to receive, accept and confirm receipt of, on its behalf, service of process in any such proceeding. The Borrower agrees that service of process, writ, judgment or other notice of legal process upon said agent shall be deemed and held in every respect to be effective personal service upon it. The Borrower shall maintain such appointment (or that of a successor satisfactory to DOE) continuously in effect at all times while the extent Borrower is obligated under this Agreement; (d) agrees that nothing herein shall: (i) affect the right of any Secured Party to effect service of process in any other manner permitted by law; or (ii) limit the right of any Secured Party to commence proceedings against or otherwise sue the Borrower or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one (1) or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, in such federal court. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent extent, permitted by law, any objection to any suit, action, or proceeding the Applicable Laws; and (e) agrees that may be brought in connection with this Agreement 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 and the Insurance Trustee agree that final judgment against it in any such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the U.S. by suit on the judgment or in any other manner otherwise as provided by law. Nothing in this Agreement , a certified or any other Transaction Documents exemplified copy of which judgment shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any conclusive evidence of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 fact and amount of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower’s obligation.

Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, each Borrower Entity irrevocably and unconditionally: (a) The Issuer submits for itself and the Insurance Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of any court (i) the courts of the State of New York or any United States federal court sitting for the District of Columbia; (ii) the courts of the United States in and for the City Southern District of New York, New York, United States, and ; (iii) any appellate other federal court from any thereof, of competent jurisdiction in any suit, action or proceeding arising out of this Agreement other jurisdiction where it or any of its property may be found; and (iv) appellate courts from any of the other Transaction Documents foregoing; (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of b) consents that any judgment, and the Issuer and the Insurance Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard brought in or removed to such courts, and determined waives any objection, or right to stay or dismiss any action or proceeding, 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 agrees not to plead or claim the same; (c) [reserved]; (d) agrees that nothing herein shall (i) affect the right of the State any Secured Party to effect service of New York or, to the extent process in any other manner permitted by law, or (ii) limit the right of any Secured Party to commence proceedings against or otherwise sue the Borrower Entities or any other Person in such federal court. The Issuer any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and the Insurance Trustee irrevocably waive, to the fullest extent extent, permitted by law, any objection to any suit, action, or proceeding the Applicable Laws; and (e) agrees that may be brought in connection with this Agreement 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 and the Insurance Trustee agree that final judgment against it in any such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the U.S. by suit on the judgment or in any other manner otherwise as provided by law. Nothing in this Agreement , a certified or any other Transaction Documents exemplified copy of which judgment shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any conclusive evidence of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 fact and amount of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower Entity’s obligation.

Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, each Sponsor Entity and the Borrower irrevocably and unconditionally: (a) The Issuer submits for itself and the Insurance Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of any court (i) the courts of the State of New York or any United States federal court sitting for the District of Columbia; (ii) the courts of the United States in and for the City Southern District of New York, New York, United States, and ; (iii) any appellate other federal court from any thereof, of competent jurisdiction in any suit, action or proceeding arising out of this Agreement other jurisdiction where it or any of its property may be found; and (iv) appellate courts from any of the other Transaction Documents foregoing; (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of b) consents that any judgment, and the Issuer and the Insurance Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard brought in or removed to such courts, and determined waives any objection, or right to stay or dismiss any action or proceeding, 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 agrees not to plead or claim the same; (c) solely with respect to the Sponsor Entities, (i) agrees to irrevocably designate and appoint an agent satisfactory to DOE for service of the State of process in New York orunder this Agreement, with respect to any action or proceeding in New York, as its authorized agent to receive, accept and confirm receipt of, on its behalf, service of process in any such proceeding; (ii) agrees that service of process, writ, judgment or other notice of legal process upon said agent shall be deemed and held in every respect to be effective personal service upon it and (iii) shall maintain such appointment (or that of a successor satisfactory to DOE) continuously in effect without reservation until at least six months after the extent Maturity Date; (d) agrees that nothing herein shall (i) affect the right of any Secured Party to effect service of process in any other manner permitted by law, or (ii) limit the right of any Secured Party to commence proceedings against or otherwise sue the Sponsor Entities, the Borrower Entities or any other Person in such federal court. The Issuer any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and the Insurance Trustee irrevocably waive, to the fullest extent extent, permitted by law, any objection to any suit, action, or proceeding the Applicable Laws; and (e) agrees that may be brought in connection with this Agreement 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 and the Insurance Trustee agree that final judgment against it in any such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the U.S. by suit on the judgment or in any other manner otherwise as provided by law. Nothing in this Agreement , a certified or any other Transaction Documents exemplified copy of which judgment shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in be conclusive evidence of the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoints fact and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee of any change of address amount of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of the Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower Entity’s and/or Sponsor Entity’s obligation.

Submission to Jurisdiction, Etc. (a) The Issuer and the Insurance Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, The City of New York, New York, United States, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Agreement or any of appxxxxxx xxxxx xxxx xxx xxxxxxx. Xxx Xxxxxx xxx the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance 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. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement Indenture 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 and the Insurance Trustee agree that final final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in other jurisdictions any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit on upon such judgment, as the judgment case may be; provided, that service of process is effected upon the Issuer or the Trustee in any other the manner provided by law. Nothing in this Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdictionIndenture. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation Systemthe New York branch of Banco Bradesco S.A., located at 000 Xxxxxx Xxxxxx450 Park Avenue, Xxx Xxxx32nd/33rd Floor, XX 00000 as its authorized agent New York, New York 10022 xx xxx xxxxxxxxxx xxxxx, xxx xxx Xxxxxxx xxxxxx xxxxxxxxxly appoints and empowers The Bank of New York, located at 15 Broad Street, Floor 26, New York, New York 10286 (the “Process Agent”Corpoxxxx Xxxxx Xxxxxxxxxx) xx xxx xxxxxxxxxx xxxxx, (xxch a "PROCESS AGENT") to accept and acknowledge for and on its behalf their behalf, and on behalf of its property their property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state State court or United States federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer and the Trustee will take any and all action necessary to continue such designation in full force and effect and to advise the Insurance Trustee Issuer or the Trustee, as applicable, of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer or the Trustee, as applicable, will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, delivery to it at its address set forth in Section 14.3 of the Indenture 12.3 or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture 12.3 or to its Process Agent. Service upon the Issuer or the Trustee or a Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the any Process Agent to give any notice of such service to the Issuer or the Trustee, as applicable, shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.