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

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of process.

Consent to Jurisdiction and Service of Process. Each All judicial proceedings brought against Employee with respect to this Subscription Agreement may be brought in any state or federal court of competent jurisdiction sitting in New York, and by execution and delivery of this Subscription Agreement, Employee accepts for himself or herself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the Foreign Guarantors is not organized under the laws the United States (including the States thereof aforesaid courts, and the District of Columbia) and therefore irrevocably agrees to be bound by any judgment rendered thereby in connection with this Subscription Agreement. The parties hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served agree to waive their respective rights to trial by jury in connection with any action, suit or proceeding dispute between them arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder Agreement. A copy of any Securityprocess served shall also be mailed by registered mail to Employee at his or her address referred to in Section 8 hereof, and to the fullest extent permitted except that unless otherwise provided by applicable law, any failure to mail such copy shall not affect the Company and each validity of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of process.. If any person appointed by Employee refuses to accept service, Employee hereby agrees that service upon him or her by mail shall constitute sufficient notice. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of the Company, LP or the GP to bring proceedings against Employee in the courts of any other jurisdiction. The undersigned Employee hereby executes this Agreement, as of February 24, 2010. [name] [address] SILVERCREST ASSET MANAGEMENT GROUP LLC By: Name: Title: SILVERCREST L.P. By: SILVERCREST GP LLC Its: General Partner By: Name: X. Xxxxxxx Xxxxxxx Title: Chief Executive Officer SILVERCREST GP LLC By: Name: X. Xxxxxxx Xxxxxxx Title: Chief Executive Officer Schedule A [number] Deferred Equity Units, representing the right to receive, subject to vesting: • [number] Common Shares of the GP • [number] Common Shares of the LP [number] Performance Units, representing the right to receive, subject to vesting: • [number] Common Shares of the GP • [number] Common Shares of the LP

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding All judicial ---------------------------------------------- proceedings arising out of or based on relating to this Indenture or the Securities which Agreement may be instituted brought in any state or federal court of competent jurisdiction in the Supreme Court State of New York, and by execution and delivery of this Agreement, the Company accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusion jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, and such other persons as may hereafter be selected by the Company irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by the Company to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to Prudential Securities Incorporated at its address provided in Section 13 hereof; provided, -------- however, that, unless otherwise provided by applicable law, any failure to mail ------- such copy shall not affect the validity of service of such process. If any agent appointed by the Company refuses to accept service, the Company hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company in the State of New York may be made by registered or the United States District Court for the Southern District of New Yorkcertified mail, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securitiesreturn receipt requested, to the nonexclusive jurisdiction of any Company at its address provided in Section 13 hereof, and the Company hereby acknowledges that such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment service shall be irrevocable unless effective and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, binding in every respect, effective service of . Nothing herein shall affect the right to serve process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against the Company in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction courts of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processother jurisdiction.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States The Company and each Guarantor (including the States thereof Parent and the District of ColumbiaTyco SCA) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of the State of New York or the United States District Court for the Southern District of New YorkAmerica, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which that it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company and each Guarantor (including Parent and Tyco SCA) hereby accepts the foregoing appointments irrevocably and unconditionally designates and appoints [ ] (and any successor entity) as its authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon [ ] shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company or each Guarantor, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 13.13 shall affect the right of the Holders to serve process in any manner permitted by law or limit the right of the Holders to bring proceedings against the Company or any Guarantor in the courts of any jurisdiction or jurisdictions. The Company and each Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of [ ] in full force and effect so long as the Securities are outstanding. The Company and each Guarantor hereby irrevocably and unconditionally authorizes and directs [ ] to accept such service on its behalf. If for any reason [ ] ceases to be available to act as such, the Company and each Guarantor agrees to designate a new agent in New York City. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, Luxembourg, Ireland or other jurisdiction in which the Company or such Guarantor, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then the Company and each Guarantor hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof The Issuers and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any actionGuarantor, suit if applicable, agrees that any legal suit, action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, in either case federal court in the Borough County of ManhattanXxx Xxxx, The City Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of New YorkAmerica, by the Trustee or the Holder of any Security, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company hereby accepts 100 To the foregoing appointments as agent for extent that the Issuers or a Guarantor, if applicable, has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York or other jurisdiction in which the Issuers or such Guarantor, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of the Issuers and such Guarantor hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each To the fullest extent permitted by applicable law, each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof Issuer and the District Guarantors irrevocably submits to the non-exclusive jurisdiction of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served venue in any U.S. federal or New York state court located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or based on under or in connection with this Indenture Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or the Securities which proceeding may be instituted determined in the Supreme Court any such court. Each of the State of New York or Issuer and the United States District Court for the Southern District of New YorkGuarantors, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, irrevocably and fully waives the Company and each defense of the Foreign Guarantors hereby waives any objection which it may now or hereafter have an inconvenient forum to the laying maintenance of venue of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such legal action, suit or proceeding, for itself . The Issuer and with respect the Guarantors hereby irrevocably authorize and direct their Authorized Agent to its properties, revenues accept such service. The Issuer and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, Guarantors further agree that may be necessary to continue such appointment in full force and effect as aforesaid. Service service of process upon the their Authorized Agent with respect and written notice of such service to any such action the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed, deemed in every respect, respect effective service of process upon each Foreign Guarantorthe Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Notwithstanding Nothing herein shall affect the foregoingright of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without 117 limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against a Foreign Guarantor it arising out of or based on any Security this Indenture, the Notes or the Guarantees may also transactions contemplated hereby. The provisions of this Section 12.7 are intended to be instituted effective upon the execution of this Indenture and the Notes without any further action by the Trustee Issuer and the Guarantors, or the Holder Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processmatters.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors Subsidiary Guarantor that is not organized under the laws of the United States or any state thereof (including the States thereof and the District of Columbiaeach a "Non-U.S. Subsidiary Guarantor") and therefore hereby appoints the Company as principal office of CT Corporation System in The City of New York which, on the date hereof, is located at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx the authorized agent thereof (the “"Authorized Agent”") upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the The Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Non-U.S. Subsidiary Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s 's acceptance of such appointment, shall have occurred. Each of the Foreign Non-U.S. Subsidiary Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign any such Non-U.S. Subsidiary Guarantor. Notwithstanding the foregoing, any action against a Foreign any Non-U.S. Subsidiary Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Non-U.S. Subsidiary Guarantor, and each Foreign such Non-U.S. Subsidiary Guarantor expressly accept accepts the jurisdiction of any such court in any such action. The Company hereby accepts shall require the Authorized Agent to agree in writing to accept the foregoing appointments appointment as agent for service of process.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the The Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on this with respect to the Indenture or the Securities which may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, federal court in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder State of any SecurityNew York, and waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, submits to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding. The Company hereby accepts irrevocably designates and appoints the foregoing appointments Company's General Counsel as the Company's authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon the Company's General Counsel at his office at the Company, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 XXX and written notice of said service to the Company, mailed or delivered to the Company's General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 XXX, shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 113 shall affect the right of any party to the Indenture to serve process in any manner permitted by law or limit the right of any party to the Indenture to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company's General Counsel in full force and effect so long as the Indenture or any of the Securities shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Indenture and the Securities, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding All judicial ---------------------------------------------- proceedings arising out of or based relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each of the Company and the Operating Partnership designates and appoints __________________, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on this Indenture its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise -------- ------- provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Securities which may be instituted Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Supreme Court of Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the United States District Court for the Southern District of New YorkOperating Partnership at its address provided in Section 13 hereof, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Company and the Operating Partnership hereby waives any objection which it may now or hereafter have to the laying of venue of any acknowledges that such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment service shall be irrevocable unless effective and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, binding in every respect, effective service of . Nothing herein shall affect the right to serve process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction courts of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processother jurisdiction.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore LTGI hereby irrevocably appoints the Company as the authorized President of New Valley Corporation, at its offices at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, its lawful agent thereof (the “Authorized Agent”) upon whom and attorney to accept and acknowledge service of any and all process may be served against it in any action, suit or proceeding arising out of or based on relating to this Indenture Agreement or any of the Securities which transactions contemplated thereby and upon whom such process may be instituted in served, with the Supreme Court same effect as if such party were a resident of the State of New York and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that in the case of any service upon such agent and attorney, the party effecting such service shall also deliver a copy thereof to the other parties at the address and in the manner specified in Section 3.02. Seller hereby irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party. LTGI and Seller will enter into such agreements with such agents as may be necessary to constitute and continue the appointment of such agents hereunder. In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, such party will appoint a successor agent and attorney in the City of New York, reasonably satisfactory to the other parties, with like powers. Each party hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York, in either case York or any court of the State of New York located in the Borough of Manhattan, The Manhattan in the City of New YorkYork in any such action, by suit or proceeding arising out of or relating to this Agreement or any of the Trustee or the Holder of any Securitytransactions contemplated thereby, and agrees that any such action, suit or proceeding shall be brought only in such court, provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Section 3.10 and shall not be deemed to be a general submission to the jurisdiction of said courts or in the State of New York other than for such purpose. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which that it may now or hereafter have to the laying of the venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself proceeding brought in such a court and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, claim that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of process, suit or proceeding brought in such a court has been brought in an inconvenient forum.

Consent to Jurisdiction and Service of Process. Each Holder, SRH, Wxxxxxx and the Company irrevocably consent to the non-exclusive jurisdiction of the Foreign Guarantors is not organized under state and federal courts located in the laws the United States (including the States thereof and the District State of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in Delaware, agree that any action, suit or proceeding by or among the Holders (or any of them), SRH, Wxxxxxx or the Company arising out of or based on this Indenture or the Securities which Agreement may be instituted brought in the Supreme Court of any court in the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any SecurityDelaware, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it any Holder, SRH, Wxxxxxx or the Company, as the case may be, may now or hereafter have to the laying choice of venue forum whether on personal jurisdiction, venue, forum non conveniens or on any other ground. For purposes of actions arising out of this Agreement, each Holder, SRH, Wxxxxxx and the Company hereby irrevocably designate, appoint and empower the Secretary of the State of Delaware to receive for and on behalf of such Holder, SRH, Wxxxxxx or the Company service of process in the State of Delaware, and each Holder, SRH, Wxxxxxx and the Company irrevocably consent to the service of process outside of the territorial jurisdiction of said courts by mailing copies thereof by registered or certified United States mail, postage prepaid, to such last known address of any such proceeding and expressly and irrevocably accepts and submitsHolder, for SRH, Wxxxxxx or the benefit Company, as shown in the records of the Trustee Company with the same effect as if such Holder, SRH, Wxxxxxx or the Holders from time to time Company were a resident of the Securities, State of Delaware and had been lawfully served in such State. Nothing in this Agreement will affect the right to the nonexclusive jurisdiction service of process in any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurredother manner permitted by law. Each of Holder, SRH, Wxxxxxx and the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, Company further agree that may be necessary to continue such appointment final judgment against it or him in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall or proceeding will be deemedconclusive and may be enforced in any other jurisdiction within or outside the State of Delaware by suit on the judgment, in every respect, effective service a certified or exemplified copy of process upon each Foreign Guarantor. Notwithstanding which will be conclusive evidence of the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or fact and the Guarantees may also be instituted by the Trustee or the Holder amount of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processjudgment.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in Crystallex agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture or the Securities which Special Warrants, Convertible Notes or Common Share Purchase Warrants may be instituted in the Supreme Court of the State of any state or federal court in New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, submits to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding. The Company Crystallex hereby accepts the foregoing appointments irrevocably designates and appoints Prentice Hall Corporate Service ("PH") as agent for Crystallex's authorized agents to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon PH (or any successor) at its office at 15 Columbus Circle, New York, New York 10023 (or such other address ix xxx Xxxxxxx xx Xxxxxxxxx, Xxx Xxxx Xxxx, xs Crystallex may designate by written notice to the Trustee) and written notice of such service to Crystallex marked or delivered to PH at its address set forth herein shall be deemed in every respect effective service of process upon Crystallex in any such suit, action or proceeding and shall be taken and held to be valid personal service upon Crystallex. Nothing in this Section 10.5 shall affect the right of any party hereto to serve process in any manner permitted by law or limit the right of any party hereto to bring proceedings against Crystallex in the courts of any jurisdiction or jurisdictions. Crystallex further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of PH in full force and effect so long as this Indenture or any of the Special Warrants, Convertible Notes or Common Share Purchase Warrants shall be outstanding. To the extent that Crystallex has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, Crystallex hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Special Warrants, Convertible Notes or Warrants, to the extent permitted by law. Crystallex covenants to forthwith make all appropriate arrangements to appoint PH for the purposes of the foregoing. If Crystallex and PH are unable to agree on terms for the appointment of PH in such capacity within 30 days, Crystallex shall forthwith make arrangements for the appointment of another agent reasonably acceptable to the Investors for such purposes.

Consent to Jurisdiction and Service of Process. Each Seller agrees to appoint, within ten (10) days of any written request by Purchaser, its lawful agent and attorney in the Foreign Guarantors is not organized under the laws the United States (including the States thereof State of California to accept and the District acknowledge service of Columbia) any and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom all process may be served against it in any action, suit or proceeding arising out of or based on relating to this Indenture Agreement or any of the Securities which transactions contemplated hereby and upon whom such process may be instituted in served, with the Supreme Court same effect as if such party were a resident of the State of New York California and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, PROVIDED that in the case of any service upon such agent and attorney, the party effecting such service shall also deliver a copy thereof to the other party at the address and in the manner specified in SECTION 11.1. Seller will enter into such agreements with such agents as may be necessary to constitute and continue the appointment of such agents hereunder. In the event that any such agent and attorney resigns or otherwise becomes incapable of acting as such, such party will appoint a successor agent and attorney in the State of California, reasonably satisfactory to the other party, with like powers. Subject to the arbitration provisions set forth in Section 11.11, each party hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern Northern District of New YorkCalifornia or any court of the State of California located in the City of San Francisco, California, in either case any action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and agrees that any such action, suit or proceeding shall be brought only in such court, PROVIDED, HOWEVER, that such consent to jurisdiction is solely for the purpose referred to in this SECTION 11.12 and shall not be deemed to be a general submission to the jurisdiction of said courts or in the Borough State of ManhattanCalifornia other than for such purpose. Each party hereby irrevocably waives, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable lawLaw, the Company and each of the Foreign Guarantors hereby waives any objection which that it may now or hereafter have to the laying of the venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself proceeding brought in such a court and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, claim that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of process, suit or proceeding brought in such a court has been brought in an inconvenient forum.

Consent to Jurisdiction and Service of Process. Each The Company and each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court any state or Federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of the State of New York or the United States District Court for the Southern District of New YorkAmerica, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company and the Guarantors agree that a final non-appealable judgment in any such suit, action or proceedings shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Company and each of the Guarantors hereby accepts the foregoing appointments irrevocably and unconditionally designates and appoints STERIS Corporation, 0000 Xxxxxxx Xx., Mentor, OH 44060, Attention of J. Xxxx Xxxxxxxx as its authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon STERIS Corporation shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company or any Guarantor, as the case may be. Nothing in this Section 13.13 shall affect the right of the Holders to serve process in any manner permitted by law or limit the right of the Holders to bring proceedings against the Company or the Guarantors in the courts of any jurisdiction or jurisdictions. The Company and each Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of STERIS Corporation in full force and effect so long as the Securities are outstanding. If for any reason STERIS Corporation ceases to be available to act as such, the Company and each Guarantor agrees to designate a new agent in the United States. To the extent that the Company or the Guarantors has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, Ireland, England, Wales or other jurisdiction in which the Company or the Guarantors, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of Company and each of the Guarantors hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors Guarantor that is not organized under the laws of the United States (including the States thereof and the District of Columbia) and therefore (each a "Non-U.S. Guarantor") hereby appoints the Company as principal office of CT Corporation System in The City of New York which, on the date hereof, is located at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx the authorized agent thereof (the “"Authorized Agent”") upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the The Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s 's acceptance of such appointment, shall have occurred. Each of the Foreign Non-U.S. Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against a Foreign any Non-U.S. Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Non-U.S. Guarantor, and each Foreign such Non-U.S. Guarantor expressly accept accepts the jurisdiction of any such court in any such action. The Company hereby accepts shall require the Authorized Agent to agree in writing to accept the foregoing appointments appointment as agent for service of process.

Consent to Jurisdiction and Service of Process. Each Seller hereby irrevocably appoints its lawful agent and attorney-in-fact to accept and acknowledge service of the Foreign Guarantors is not organized under the laws the United States (including the States thereof any and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom all process may be served against it in any action, suit or proceeding arising out of or based on relating to this Indenture Agreement or any of the Securities which Operative Agreements or any of the transactions contemplated hereby or thereby and upon whom such process may be instituted in served, with the Supreme Court same effect as if such party were a resident of the State of New York California and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, PROVIDED that in the case of any service upon such agent and attorney-in-fact, the party effecting such service shall also deliver a copy thereof to the other party at the address and in the manner specified in SECTION 13.01. Each Seller will enter into such agreements with such agent as may be necessary to constitute and continue the appointment of such agent hereunder. In the event that such agent and attorney-in-fact resigns or otherwise becomes incapable of acting as such, such party will appoint a successor agent and attorney-in-fact in Santa Barbara, California, reasonably satisfactory to Purchaser, with like powers. Each party hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern Central District of New YorkCalifornia or any court of the State of California located in the City of Santa Xxxxxxx, County of Santa Xxxxxxx, in either case any action, suit or proceeding arising out of or relating to this Agreement or any of the Operative Agreements or any of the transactions contemplated hereby or thereby, and agrees that any such action, suit or proceeding shall be brought only in such court, PROVIDED, HOWEVER, that such consent to jurisdiction is solely for the purpose referred to in this SECTION 13.13 and shall not be deemed to be a general submission to the jurisdiction of said courts or in the Borough State of ManhattanCalifornia other than for such purpose and PROVIDED FURTHER, The City of New Yorkthat such consent to jurisdiction and agreement shall not limit the parties' agreement to arbitrate disputes under this Agreement pursuant to SECTIONS 10.03 OR 13.12. Each party hereby irrevocably waives, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable lawLaw, the Company and each of the Foreign Guarantors hereby waives any objection which that it may now or hereafter have to the laying of the venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself proceeding brought in such a court and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, claim that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action, suit or proceeding brought in such a court has been brought in an inconvenient forum. The Company hereby accepts Nothing herein shall affect the foregoing appointments as agent for service right of processany party to serve process in any other manner permitted by Law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the The Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Agreement, the applicable Terms Agreement or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, federal court in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder State of any SecurityNew York, and waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, submits to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding. The Company hereby accepts irrevocably designates and appoints the foregoing appointments Company’s General Counsel as the Company’s authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon the Company’s General Counsel at his office at the Company, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 and written notice of said service to the Company, mailed or delivered to the Company’s General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 16 shall affect the right of the Underwriters, their affiliates or any indemnified party to serve process in any manner permitted by law or limit the right of the Underwriters, their affiliates or any indemnified party to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company’s General Counsel in full force and effect so long as this Agreement or the applicable Terms Agreement shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the applicable Terms Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in The Corporation agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture or the Securities which Notes may be instituted in the Supreme Court of the State of any state or federal court in New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, submits to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding. The Company Corporation hereby accepts irrevocably designates and appoints Prentice Hall Corporate Service ("PH") as the foregoing appointments as agent for Corporation's authorized agents to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon PH (or any successor) at its office at 15 Columbus Circle, New York, New York 10023 (or such other address xx xxx Xxxxxxx xx Xxxxxxxxx, Xxx Xxxx Xxxx, as the Corporation may designate by written notice to the Trustee) and written notice of such service to the Corporation marked or delivered to PH at its address set forth herein shall be deemed in every respect effective service of process upon the Corporation in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Corporation. Nothing in this Section 14.1 shall affect the right of any party hereto to serve process in any manner permitted by law or limit the right of any party hereto to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictions. The Corporation further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of PH in full force and effect so long as this Indenture or any of the Notes shall be outstanding. To the extent that the Corporation has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Corporation hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Notes, to the extent permitted by law. The Corporation covenants to forthwith make all appropriate arrangements to appoint PH for the purposes of the foregoing. If the Corporation and PH are unable to agree on terms for the appointment of PH in such capacity within 30 days, the Corporation shall forthwith make arrangements for the appointment of another agent reasonably acceptable to the Holders for such purposes.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof Issuer and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in Tyco International agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, federal court in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder State of any SecurityNew York, and U.S.A., irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company Each of the Issuer and Tyco International hereby accepts the foregoing appointments irrevocably and unconditionally designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any successor entity) as its authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon CT Corporation shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Issuer or Tyco International, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 10.9 shall affect the right of the Holders to serve process in any manner permitted by law or limit the right of the Holders to bring proceedings against the Issuer or Tyco International in the courts of any jurisdiction or jurisdictions. Each of the Issuer and Tyco International further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation in full force and effect so long as the Securities are outstanding. Each of the Issuer and Tyco International hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, each of the Issuer and Tyco International agrees to designate a new agent in New York City. To the extent that the Issuer or Tyco International has or hereafter may acquire any immunity from jurisdiction of any court (including, without limitation, any court in the United States, the State of New York, Luxembourg, Bermuda or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, the each of the Issuer and Tyco International hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the The Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Agreement, the applicable Terms Agreements or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, federal court in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder State of any SecurityNew York, and waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, submits to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding. The Company hereby accepts irrevocably designates and appoints the foregoing appointments Company’s General Counsel as the Company's authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon the Company's General Counsel at his office at the Company, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 and written notice of said service to the Company, mailed or delivered to the Company's General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 16 shall affect the right of the Underwriters, their affiliates or any indemnified party to serve process in any manner permitted by law or limit the right of the Underwriters, their affiliates or any indemnified party to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company's General Counsel in full force and effect so long as this Agreement or the applicable Terms Agreements shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the applicable Terms Agreements, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each Shareholder hereby irrevocably appoints, and Telenor hereby irrevocably appoints, CT Corporation System, located on the date hereof at 0000 Xxxxxxxx, Xxx Xxxx, XX 00000, XXX, as its true and lawful agent and attorney to accept and acknowledge service of the Foreign Guarantors is not organized under the laws the United States (including the States thereof any and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom all process may be served against it in any action, suit or proceeding arising out of or based on relating to this Indenture Agreement or any of the Securities which transactions contemplated hereby and upon whom such process may be instituted in served, with the Supreme Court same effect as if such party were a resident of the State of New York and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that the party effecting such service shall also deliver a copy thereof to each other party at the address specified on the execution pages of this Agreement. Each Shareholder and Telenor will enter into such agreements with such agent as may be necessary to constitute and continue the appointment of such agent hereunder. In the event that any such agent and attorney resigns or otherwise becomes incapable of acting, the affected party will appoint a successor agent and attorney in New York reasonably satisfactory to each other party, with like powers. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of New YorkYork and of any New York state court sitting in New York City, in either case any such action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and agrees that any such action, suit or proceeding shall be brought only in such court, provided, however, that such consent to jurisdiction is solely for the purpose referred to in Section 7.13 and shall not be deemed to be a general submission to the jurisdiction of said courts of or in the Borough of Manhattan, The City State of New YorkYork other than for such purpose. Each party hereby irrevocably waives, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable lawLaw, the Company and each of the Foreign Guarantors hereby waives any objection which that it may now or hereafter have to the laying of the venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself proceeding brought in such a court and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, claim that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action, suit or proceeding brought in such a court has been brought in an inconvenient forum. The Company hereby accepts Nothing herein shall affect the foregoing appointments as agent for service right of processany party to serve process in any other manner permitted by Law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof Company and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in Guarantor agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, in either case federal court sitting in the Borough of Manhattan, The Manhattan of the City of New YorkXxx Xxxx, by the Trustee or the Holder Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of any SecurityAmerica, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which that it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company hereby accepts the foregoing appointments irrevocably and unconditionally designates and appoints CT Corporation System, located at 00 Xxxxxxx Xxxxxx, XX, XX 00000 (and any successor entity) as its authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon CT Corporation System shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 113 shall affect the right of the Holders to serve process in any manner permitted by law or limit the right of the Holders to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as the Securities are outstanding. The Company hereby irrevocably and unconditionally authorizes and directs CT Corporation System to accept such service on its behalf. If for any reason CT Corporation System ceases to be available to act as such, the Company agrees to designate a new agent in New York City.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors Guarantor that is not organized under the laws of the United States (including the States thereof and the District of Columbia) and therefore (each a "Non-U.S. Guarantor") hereby appoints the Company principal office of CT Corporation System in The City of New York which, on the date hereof, is located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the authorized agent thereof (the “"Authorized Agent”") upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the The Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s 's acceptance of such appointment, shall have occurred. Each of the Foreign Non-U.S. Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against a Foreign any Non-U.S. Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Non-U.S. Guarantor, and each Foreign such Non- U.S. Guarantor expressly accept accepts the jurisdiction of any such court in any such action. The Company hereby accepts shall require the Authorized Agent to agree in writing to accept the foregoing appointments appointment as agent for service of process.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors The Guarantor is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore it hereby appoints the Company as the authorized agent thereof (the “"Authorized Agent”") upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s 's acceptance of such appointment, shall have occurred. Each of the Foreign The Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign the Guarantor. Notwithstanding the foregoing, any action against a Foreign the Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign the Guarantor, and each Foreign the Guarantor expressly accept accepts the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments appointment as agent for service of process.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof The Issuer and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any actionGuarantor, suit if applicable, agrees that any legal suit, action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, in either case federal court in the Borough County of ManhattanXxx Xxxx, The City Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of New YorkAmerica, by the Trustee or the Holder of any Security, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company hereby accepts To the foregoing appointments as agent for extent that the Issuer or a Guarantor, if applicable, has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York or other jurisdiction in which the Issuer or such Guarantor, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of the Issuer and such Guarantor hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbiaa) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process Any legal action or proceeding against Guarantor with respect to this Guaranty or any other Loan Instrument may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted brought in the Supreme Court courts of the State of New York in the County of New York or of the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New YorkYork and, by the Trustee or the Holder execution and delivery of any Securitythis Guaranty, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts for itself and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Guarantor agrees that a judgment, after exhaustion of all available appeals, in any such action, suit action or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment proceeding shall be irrevocable unless conclusive and until binding upon the appointment of a successor authorized agent for such purposeBorrowers, and may be enforced in any other jurisdiction by a suit upon such successor’s acceptance judgment, a certified copy of such appointment, which shall have occurred. Each be conclusive evidence of the Foreign judgment. Guarantor agrees hereby irrevocably designates, appoints and empowers CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, XX, 00000, as its designee, appointee and agent to take any receive and all actions, including the filing accept service of any and all legal process, summons, notices and documents arising out of this Guaranty. If for any reason such designee, appointee and instrumentsagent shall cease to be available to act as such, that may be necessary Guarantor agrees to continue such appointment designate a new designee, appointee and agent in full force New York City on the terms and effect as aforesaidfor the purposes of this provision satisfactory to Agent. Service Guarantor further irrevocably consents to the service of process upon out of any of the Authorized Agent with respect to aforementioned courts in any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted proceeding by the Trustee mailing of copies thereof by registered or certified mail, postage prepaid, to Guarantor, at its address set forth in Section 18 hereof, such service to become effective 30 days after such mailing. Nothing herein shall affect the Holder right of such Security any Lender to serve process in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign other manner permitted by law or to commence legal proceedings or otherwise proceed against Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processother jurisdiction.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States parties irrevocably agrees that any suit, action, proceeding, arbitration, mediation, audit, hearing, inquiry, investigation or other proceeding (including the States thereof whether in contract or tort, in law or in equity, or otherwise) (a “Proceeding”) with respect to this Agreement and the District rights and obligations arising hereunder, or for recognition and enforcement of Columbia) any judgment or award in respect of this Agreement and therefore hereby appoints the Company as rights and obligations arising hereunder brought by the authorized agent thereof (the “Authorized Agent”) upon whom process may other party hereto or its successors or assigns, shall be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted brought and determined exclusively in the Supreme Delaware Court of Chancery and any state appellate court therefrom within the State of New York Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the United States District Court State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 7.12 and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Proceeding for itself and in respect of its property, generally and unconditionally, to the Southern District personal jurisdiction of New Yorkthe aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby. Each of the parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in either case any Proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in the Borough of Manhattanaccordance with this Section 7.12, The City of New York, by the Trustee (b) any claim that it or the Holder its property is exempt or immune from jurisdiction of any Securitysuch court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable lawLaw, any claim that (i) the Company and each of Proceeding in such court is brought in an inconvenient forum, (ii) the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submitsProceeding is improper or (iii) this Agreement, for the benefit of the Trustee or the Holders from time to time of the Securitiessubject matter hereof, to the nonexclusive jurisdiction of any may not be enforced in or by such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurredcourts. Each of the Foreign Guarantor parties hereby consents to service being made through the notice procedures set forth in Section 7.6 and agrees to take any and all actions, including the filing that service of any process, summons, notice or document by registered mail (return receipt requested and all documents and instruments, that may be necessary first-class postage prepaid) to continue such appointment the respective addresses set forth in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action Section 7.6 shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, for any action against a Foreign Guarantor arising out of or based on any Security Proceeding in connection with this Agreement or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such actiontransactions contemplated hereby. The Company hereby accepts the foregoing appointments as agent for service of process.‑39‑

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in parties hereto agree that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security, any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of the State of New York or the United States District Court for the Southern District of New YorkAmerica, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York or other jurisdiction in which such party or any successor thereof may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each such party hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law. The Company Issuer hereby accepts appoints the foregoing appointments Parent’s Corporate Secretary at the Parent’s principal executive offices at 0000 Xxxxx X-00, Xxxxxx Xxxxxx, Xxxxxxxx 00000, as its agent for to receive service of processprocess or other legal summons for purposes of any suit, action or proceeding that may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America. ARTICLE TWELVE.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the The Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Agreement, the applicable Terms Agreement or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, federal court in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder State of any SecurityNew York, and waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, submits to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding. The Company hereby accepts irrevocably designates and appoints the foregoing appointments Company’s General Counsel as the Company’s authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon the Company’s General Counsel at his office at the Company, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 and written notice of said service to the Company, mailed or delivered to the Company’s General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 15 shall affect the right of the Underwriters, their affiliates or any indemnified party to serve process in any manner permitted by law or limit the right of the Underwriters, their affiliates or any indemnified party to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company’s General Counsel in full force and effect so long as this Agreement or the applicable Terms Agreement shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the applicable Terms Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each Except for the matters to be decided by the Arbitration Firm, the parties hereto hereby submit to the exclusive jurisdiction of the Foreign Guarantors Delaware Court of Chancery or, if jurisdiction is not organized under unavailable in the laws Delaware Court of Chancery, the courts of the United States (including located in the State of Delaware or, if jurisdiction is unavailable in the courts of the United States thereof located in the State of Delaware, the Delaware Superior Court, in each case, in respect of the interpretation and enforcement of the provisions of this Agreement and the District of Columbia) other agreements or documents executed and therefore delivered in connection herewith and any dispute or controversy related to the transactions contemplated hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served and hereby waive, and agree not to assert, any defense in any action, suit or proceeding for the interpretation or enforcement of this Agreement and the other agreements or documents executed and delivered in connection herewith or any dispute or controversy related to the transactions contemplated hereby, that they are not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that this Agreement may not be enforced in or by such courts or that their property is exempt or immune from execution, that the suit, action or proceeding is brought in an inconvenient forum, or that the venue of the suit, action or proceeding is improper. Service of process with respect thereto may be made upon Buyer or Seller Representative by mailing a copy thereof by registered or certified mail, postage prepaid, to such party at its address as provided in Section 11.7. Notwithstanding anything to the contrary set forth in this Agreement, none of the parties hereto, nor any of their respective Affiliates, will bring, or support the bringing of, any proceeding, whether at law or in equity, whether in contract or tort or otherwise, against any Debt Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or based on this Indenture relating in any way to the Debt Financing, the Debt Commitment Letter or the Securities which may be instituted in performance thereof, anywhere other than the Supreme Court of the State of New York or York, County of New York, or, if under applicable Law jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, York (and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processappellate courts thereof).

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any actionAny legal suit, suit action or proceeding arising out of or based on this Indenture upon the Indenture, the Securities and the Security Guarantees or the Securities which transactions contemplated by the Indenture (“Related Proceedings”) may be instituted in the Supreme Court federal courts of the United States of America located in the Borough of Manhattan in the City of New York, County and State of New York, or the courts of the State of New York or the United States District Court for the Southern District of New York, in either case located in the Borough of Manhattan, The Manhattan in the City of New YorkXxx Xxxx, by Xxxxxx xxx Xxxxx xx Xxx Xxxx (collectively, the Trustee “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the Holder enforcement of a judgment of any SecuritySpecified Court in a Related Proceeding, and as to which such jurisdiction is non-exclusive) of the fullest extent permitted Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by applicable law, the mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The Company and each of the Foreign Guarantors hereby waives irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly Specified Proceeding in the Specified Courts and irrevocably accepts and submits, unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. The Company and each Guarantor not located in the United States irrevocably appoints CT Corporation System as its agent to receive service of process or other legal summons for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction purposes of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, Related Proceeding that may be necessary instituted in any Specified Court. THE COMPANY SHALL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE BASE INDENTURE OR ANY RELEVANT SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE TO THE REGISTERED OFFICE OF THE COMPANY. [Face of Security] ALLERGAN FUNDING SCS THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR A NOMINEE OF THE DEPOSITARY, WHICH SHALL BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV (“EUROCLEAR”) OR CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, THIS CERTIFICATE IS REGISTERED IN THE NAME OF USB NOMINEES (UK) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM), AND ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL AS THE REGISTERED OWNER HEREOF, USB NOMINEES (UK) LIMITED, HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF EUROCLEAR OR CLEARSTREAM OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. €500,000,000 2.625% NOTES DUE 2028 CUSIP No. 018489 AG9 ISIN No. XS1909193317 Allergan Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 00X, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B187.310 (the “Company”), for value received, hereby promises to continue such appointment in full force pay to USB Nominees (UK) Limited, as nominee of the common depositary for Euroclear and effect Clearstream, or registered assigns, the principal sum of five hundred million euros (€500,000,000) on November 15, 2028, and to pay interest thereon, as aforesaidprovided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Service Interest Payment Dates: November 15 of process upon each year, with the Authorized Agent first payment to be made on November 15, 2019. Regular Record Dates: November 1 of each year (whether or not a Business Day). The provisions on the back of this certificate are incorporated as if set forth on the face hereof. IN WITNESS WHEREOF, Allergan Funding SCS has caused this instrument to be duly signed. ALLERGAN FUNDING SCS For and on behalf of Allergan International Holding S.à x.x., a Luxembourg société à responsabilité limitée, having its registered office at 0, xxx Xxxx Xxxxxx, L-2180 Luxembourg and registered with respect to any such action shall be deemedthe Luxembourg register of commerce and companies under number B 172.484, in every respectits capacity as General Partner of Allergan Funding SCS, effective service itself represented by: By: Name: Title: By: Name: Title: TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out Securities of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court series designated therein referred to in the jurisdiction within-mentioned Indenture. Xxxxx Fargo Bank, National Association, as Trustee By: Authorized Signatory Dated [Reverse of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of process.Security] ALLERGAN FUNDING SCS 2.625% NOTES DUE 2028

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors Subsidiary Guarantor that is not organized under the laws of the United States (including the States thereof and the District of Columbia) and therefore (each a "Non-U.S. Subsidiary Guarantor") hereby appoints the Company as principal office of CT Corporation System in The City of New York which, on the date hereof, is located at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx the authorized agent thereof (the “"Authorized Agent”") upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities Notes which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the The Borough of Manhattan, The City of New York, by the Trustee or the Holder of any SecurityNote, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Non-U.S. Subsidiary Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the SecuritiesNotes, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent Authorized Agent for such purpose, and such successor’s 's acceptance of such appointment, shall have occurred. Each of the Foreign Non-U.S. Subsidiary Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign any such Non-U.S. Subsidiary Guarantor. Notwithstanding the foregoing, any action against a Foreign any Non-U.S. Subsidiary Guarantor arising out of or based on any Security or the Guarantees Note may also be instituted by the Trustee or the Holder of such Security Note in any competent court in the jurisdiction of organization of such Foreign Non-U.S. Subsidiary Guarantor, and each Foreign such Non-U.S. Subsidiary Guarantor expressly accept accepts the jurisdiction of any such court in any such action. The Company hereby accepts shall require the Authorized Agent to agree in writing to accept the foregoing appointments appointment as agent for service of process.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive non-exclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of process.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the The Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Agreement, the applicable Terms Agreement or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, federal court in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder State of any SecurityNew York, and waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, submits to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding. The Company hereby accepts irrevocably designates and appoints the foregoing appointments Company’s General Counsel as the Company’s authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon the Company’s General Counsel at his office at the Company, 1000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 xnd written notice of said service to the Company, mailed or delivered to the Company’s General Counsel, 1000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 xhall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 17 shall affect the right of the Underwriters, their affiliates or any indemnified party to serve process in any manner permitted by law or limit the right of the Underwriters, their affiliates or any indemnified party to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company’s General Counsel in full force and effect so long as this Agreement or the applicable Terms Agreement shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the applicable Terms Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any actionAny legal suit, suit action or proceeding arising out of or based on this Indenture upon the Indenture, the Securities and the Security Guarantees or the Securities which transactions contemplated by the Indenture (“Related Proceedings”) may be instituted in the Supreme Court federal courts of the United States of America located in the Borough of Manhattan in the City of New York, County and State of New York, or the courts of the State of New York or the United States District Court for the Southern District of New York, in either case located in the Borough of Manhattan, The Manhattan in the City of New YorkXxx Xxxx, by Xxxxxx xxx Xxxxx xx Xxx Xxxx (collectively, the Trustee “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the Holder enforcement of a judgment of any SecuritySpecified Court in a Related Proceeding, and as to which such jurisdiction is non-exclusive) of the fullest extent permitted Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by applicable law, the mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The Company and each of the Foreign Guarantors hereby waives irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly Specified Proceeding in the Specified Courts and irrevocably accepts and submits, unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. The Company and each Guarantor not located in the United States irrevocably appoints CT Corporation System as its agent to receive service of process or other legal summons for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction purposes of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, Related Proceeding that may be necessary instituted in any Specified Court. THE COMPANY SHALL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE BASE INDENTURE OR ANY RELEVANT SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE TO THE REGISTERED OFFICE OF THE COMPANY. [Face of Security] ACTAVIS FUNDING SCS THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR A NOMINEE OF THE DEPOSITARY, WHICH SHALL BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), AND ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. 3.450% NOTES DUE 2022 CUSIP No. 00507U AR2 ISIN No. US00507UAR23 Actavis Funding SCS a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 00X, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B187.310, having a share capital of $20,000 (the “Company”), for value received, hereby promises to continue such appointment in full force pay to CEDE & CO., as nominee for The Depositary Trust Company, or its registered assigns, the principal sum of Dollars ($ ) on March 15, 2022, and effect to pay interest thereon, as aforesaidprovided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Service Interest Payment Dates: March 15 and September 15 of process upon each year, with the Authorized Agent first payment to be made on [September 15, 2015]13. Regular Record Dates: March 1 and September 1. The provisions on the back of this certificate are incorporated as if set forth on the face hereof. 13 To be updated with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding additional Securities issued after the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processinitial issue date.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof Issuer and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in Tyco agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of the State of New York or the United States District Court for the Southern District of New YorkAmerica, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company Each of the Issuer and Tyco hereby accepts the foregoing appointments irrevocably and unconditionally designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any successor entity) as its authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon CT Corporation shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Issuer or Tyco, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 10.9 shall affect the right of the Holders to serve process in any manner permitted by law or limit the right of the Holders to bring proceedings against the Issuer or Tyco in the courts of any jurisdiction or jurisdictions. Each of the Issuer and Tyco further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation in full force and effect so long as the Securities are outstanding. Each of the Issuer and Tyco hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, each of the Issuer and Tyco agrees to designate a new agent in New York City. To the extent that the Issuer or Tyco has or hereafter may acquire any immunity from jurisdiction of any court (including, without limitation, any court in the United States, the State of New York, Luxembourg, Bermuda or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, the each of the Issuer and Tyco hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each New Valley and each Seller hereby irrevocably appoints the President of the Foreign Guarantors is not organized under the laws the United States (including the States thereof New Valley Corporation, at its offices at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the District of Columbia) and therefore Purchaser hereby irrevocably appoints the Company as the authorized President of GBI Capital Management Corp., at its offices at 0000 Xxxxxxx Xxxxxx, Bethpage, New York 11714, its lawful agent thereof (the “Authorized Agent”) upon whom and attorney to accept and acknowledge service of any and all process may be served against it in any action, suit or proceeding arising out of or based on relating to this Indenture Agreement or any of the Securities which Transaction Documents or any of the transactions contemplated thereby and upon whom such process may be instituted in served, with the Supreme Court same effect as if such Party were a resident of the State of New York and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that in the case of any service upon such agent and attorney, the Party effecting such service shall also deliver a copy thereof to the other Parties at the address and in the manner specified in Section 10.2. New Valley, the Sellers and the Purchaser will enter into such agreements with such agents as may be necessary to constitute and continue the appointment of such agents hereunder. In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, such Party will appoint a successor agent and attorney in the City of New York, reasonably satisfactory to the other Parties, with like powers. Each Party hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York, in either case York or any court of the State of New York located in the Borough of Manhattan, The Manhattan in the City of New YorkYork in any such action, by suit or proceeding arising out of or relating to this Agreement or any of the Trustee Transaction Documents or any of the Holder of any Securitytransactions contemplated thereby, and agrees that any such action, suit or proceeding shall be brought only in such court; provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Section 10.12 and shall not be deemed to be a general submission to the jurisdiction of said courts or in the State of New York other than for such purpose. Each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which that it may now or hereafter have to the laying of the venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself proceeding brought in such a court and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, claim that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of process, suit or proceeding brought in such a court has been brought in an inconvenient forum.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATES OF NEW YORK, FLORIDA AND CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY EACH GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. Each Guarantor designates and appoints Spelling Entertainment Group Inc., and such other Persons as may hereafter be selected by such Guarantor irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by such Guarantor to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to such Guarantor at its address provided in subsection 4.2; provided that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the Foreign Guarantors is not organized under the laws the United States (including validity of service of such process. If any agent appointed by any Guarantor refuses to accept service, such Guarantor hereby agrees that service of process sufficient for personal jurisdiction in any action against such Guarantor in the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, California and Florida may be made by registered or certified mail, return receipt requested, to such Guarantor at its address provided in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Securitysubsection 4.2, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any acknowledges that such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment service shall be irrevocable unless effective and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, binding in every respect, effective service of . Nothing herein shall affect the right to serve process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court other manner permitted by law or shall limit the right of Lender to bring proceedings against any Guarantor in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction courts of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processother jurisdiction.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints All judicial proceedings brought against the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process or any other Multicurrency Borrower with respect to this Agreement or any other Credit Document may be served brought in any action, suit state or proceeding arising out federal court of or based on this Indenture or the Securities which may be instituted competent jurisdiction in the Supreme Court of the State of New York York, and by execution and delivery of this Agreement or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable lawMulticurrency Borrower Assumption Agreement, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submitsother Multicurrency Borrower accepts, for the benefit of the Trustee or the Holders from time to time of the Securitiesitself and in connection with its properties, to generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement or any of the other Credit Documents from which no appeal has been taken or is available. The Company and each other Multicurrency Borrower waives personal service upon it, and irrevocably designates and appoints CT Corporation System, 1633 Broadway, New York, New Yoxx 00000, xx xxx xxxxx xx xxxxxxx xx xxs behalf service of all process in any such court proceedings in respect any such court, such service being hereby acknowledged by the Company and each other Multicurrency Borrower to be effective and binding service in every respect. The Company and each other Multicurrency Borrower irrevocably consents to the service of process of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment aforementioned courts in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to its notice address referred to in Section 15.02, such service to become effective ten (10) days after such mailing. EACH OF THE COMPANY, THE OTHER MULTICURRENCY BORROWERS, THE AGENTS, THE ISSUING BANKS AND THE BANKS IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE. Nothing herein shall be deemed, affect the right to serve process in every respect, effective service any other manner permitted by law or shall limit the right of process upon each Foreign Guarantor. Notwithstanding the foregoingAgents, any action Issuing Bank or any Bank to bring proceedings against a Foreign Guarantor arising out of the Company or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court other Multicurrency Borrower in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction courts of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processother jurisdiction.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding All judicial ---------------------------------------------- proceedings arising out of or based relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each of the Company and the Operating Partnership designates and appoints Corporation Service Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on this Indenture its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 12 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Securities which may be instituted Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Supreme Court of Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the United States District Court for the Southern District of New YorkOperating Partnership at its address provided in Section 12 hereof, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Company and the Operating Partnership hereby waives any objection which it may now or hereafter have to the laying of venue of any acknowledges that such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment service shall be irrevocable unless effective and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, binding in every respect, effective service of . Nothing herein shall affect the right to serve process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court other manner permitted by law or shall limit the right of the Underwriter to bring proceedings against each of the Company and the Operating Partnership in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction courts of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processother jurisdiction.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors Guarantor that is not organized under the laws of the United States (including the States thereof and the District of Columbia) and therefore (each a "Non-U.S. Guarantor") hereby appoints the Company principal office of CT Corporation System in The City of New York which, on the date hereof, is located at ______________________ _________________, as the authorized agent thereof (the “"Authorized Agent”") upon whom process may be served in any action, suit or proceeding arising out of or based on the Indenture or this Indenture Guaranty or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the The Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Non-United States Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s 's acceptance of such appointment, shall have occurred. Each of the Foreign Non-U.S. Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against a Foreign any Non-U.S. Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Non-U.S. Guarantor, and each Foreign such Non-U.S. Guarantor expressly accept accepts the jurisdiction of any such court in any such action. The Company hereby accepts Operating Partnership shall require the Authorized Agent to agree in writing to accept the foregoing appointments appointment as agent for service of process.

Consent to Jurisdiction and Service of Process. Each Borrower (i) hereby irrevocably submits itself to the jurisdiction of the Foreign Guarantors is not organized under state courts of the laws State of California and to the jurisdiction of the United States (including District Court for the States thereof and the Central District of ColumbiaCalifornia, for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, the Promissory Note or any of the Loan Documents or the subject matter hereof or thereof brought by Lender or its successors or assigns and (ii) hereby waives, and therefore agrees not to assert, by way of motion, a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court (provided, however, that the then applicable jurisdiction minimums are not waived), and (iii) hereby waives any offsets or counterclaims in any such action, suit or proceeding. Borrower hereby consents to service of process by registered mail at the address to which notices are to be given. Borrower agrees that its submission to jurisdiction and its consent to service of process by mail is made for the express benefit of Lender. Final judgment against Borrower in any such action, suit or proceeding shall be conclusive, and may be enforced in other jurisdictions (i) by suit, action or proceeding on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and of the amount of any indebtedness or liability of Borrower therein described or (ii) in any other manner provided by or pursuant to the laws of such other jurisdiction; provided, however, that Lender may at its option bring suit, or institute other judicial proceedings against Borrower or any of its assets in any state or Federal court of the United States or of any country or place where Borrower or such assets may be found. Borrower further covenants and agrees that so long as this Agreement shall be in effect, it shall maintain a duly appointed agent for the receipt and acceptance on its behalf of service of summons and other legal processes (and Borrower hereby appoints TBD attorney its attorney-in-fact to receive service of the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its propertieswhich Borrower has submitted to jurisdiction, revenues as set forth above), and assets. Such appointment upon failure to do so the clerk of each court to whose jurisdiction it has submitted shall be irrevocable unless and until the appointment of a successor authorized deemed to be its designated agent for upon whom such purposeprocess may be served on its behalf, and such successornotification by the attorney for plaintiff, complainant or petitioner therein by mail or confirmed transmission by facsimile (with confirmation provided by the sender’s acceptance facsimile machine) or by e-mail (unless the sender has received a failure delivery notice and with confirmation of such appointment, shall have occurred. Each transmission provided by the sender’s e-mail) to Borrower of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instrumentssuch suit, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action or proceeding shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processdeemed sufficient notice thereof.

Consent to Jurisdiction and Service of Process. Each All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Credit Agreement, any Note or any of the Foreign Guarantors is not organized under other Credit Documents may be brought in any state or federal court of competent jurisdiction in the laws State of New York, and, by execution and delivery of this Credit Agreement, each of the United States (including the States thereof Borrower and the District other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in aforesaid courts solely for purposes of any action, suit or proceeding arising out of this Credit Agreement or any of the other Credit Documents (and not as a general submission to New York jurisdiction) and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on this Indenture or the Securities which may be instituted in the Supreme Court grounds of the State of New York or the United States District Court for the Southern District of New Yorkforum non conveniens, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue bringing of any such action or proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such actionjurisdiction. The Company hereby accepts Nothing herein shall affect the foregoing appointments as agent for service right to serve process in any other manner permitted by law or shall limit the right of processany Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors Guarantor that is not organized under the laws of the United States (including the States thereof and the District of Columbia) and therefore (each a “Non-U.S. Guarantor”) hereby appoints the Company principal office of CT Corporation System in The City of New York which, on the date hereof, is located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the The Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Non-U.S. Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against a Foreign any Non-U.S. Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Non-U.S. Guarantor, and each Foreign such Non-U.S. Guarantor expressly accept accepts the jurisdiction of any such court in any such action. The Company hereby accepts shall require the Authorized Agent to agree in writing to accept the foregoing appointments appointment as agent for service of process.

Consent to Jurisdiction and Service of Process. Each All judicial proceedings brought against any Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process other Credit Documents may be served brought in any action, suit state or proceeding arising out federal court of or based on this Indenture or the Securities which may be instituted competent jurisdiction in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New Yorkand, by execution and delivery of this Agreement, each of the Trustee Borrowers and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. To the Holder of any Security, and to the fullest extent permitted by applicable lawlaw (including, without limitation, the Company Hague Convention on the Service Abroad of Judicial and Extra-Judicial Documents in Civil and Commercial Matters), each of the Foreign Guarantors Borrowers and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the Borrowers, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the laying of venue bringing of any such action or proceeding and expressly and irrevocably accepts and submits, for in any such jurisdiction. Nothing herein shall affect the benefit right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Trustee Borrowers or the Holders from time to time of other Credit Parties in the Securities, to the nonexclusive jurisdiction court of any such court in respect of any such action, suit or proceeding, for itself and with respect other jurisdiction. The Dutch Borrower hereby appoints the Company to act as its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance purposes of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective receiving service of process upon each Foreign Guarantor. Notwithstanding pursuant to the foregoing, terms of this Section 9.12 and agrees that any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processprocess to the Dutch Borrower may be affected by delivering such service of process to the Company at its address set forth in Section 9.2.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding All judicial ---------------------------------------------- proceedings arising out of or based relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each of the Company and the Operating Partnership designates and appoints Corporation Service Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on this Indenture its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, -------- however, that, unless otherwise provided by applicable law, any failure to mail ------- such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Securities which may be instituted Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Supreme Court of Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the United States District Court for the Southern District of New YorkOperating Partnership at its address provided in Section 13 hereof, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Company and the Operating Partnership hereby waives any objection which it may now or hereafter have to the laying of venue of any acknowledges that such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment service shall be irrevocable unless effective and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, binding in every respect, effective service of . Nothing herein shall affect the right to serve process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction courts of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processother jurisdiction.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints All judicial proceedings brought against the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process or any other Multicurrency Borrower with respect to this Agreement or any other Credit Document may be served brought in any action, suit state or proceeding arising out federal court of or based on this Indenture or the Securities which may be instituted competent jurisdiction in the Supreme Court of the State of New York York, and by execution and delivery of this Agreement or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable lawMulticurrency Borrower Assumption Agreement, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submitsMulticurrency Borrower accepts, for the benefit of the Trustee or the Holders from time to time of the Securitiesitself and in connection with its properties, to generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement or any of the other Credit Documents from which no appeal has been taken or is available. The Company and each Multicurrency Borrower waives personal service upon it, and irrevocably designates and appoints CT Corporation System, 1633 Broadway, New York, New York 10019, as its agexx xx xxxxxxx xx xxx xxxxxx xxxxxxx xx xll process in any such court proceedings in respect any such court, such service being hereby acknowledged by the Company and each Multicurrency Borrower to be effective and binding service in every respect. The Company and each Multicurrency Borrower irrevocably consents to the service of process of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment aforementioned courts in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted proceeding by the Trustee mailing of copies thereof by registered or certified mail, postage prepaid, to its notice address referred to in Section 12.02, such service to become effective ten (10) days after such mailing. EACH OF THE COMPANY, THE MULTICURRENCY BORROWERS, THE AGENTS AND THE BANKS IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE. Nothing herein shall affect the Holder of such Security right to serve process in any court other manner permitted by law or shall limit the right of the Agents or any Bank to bring proceedings against the Company or any other Multicurrency Borrower in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction courts of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processother jurisdiction.

Consent to Jurisdiction and Service of Process. Each Seller agrees to appoint, within ten (10) days of any written request by Purchaser, its lawful agent and attorney in the Foreign Guarantors is not organized under the laws the United States (including the States thereof State of California to accept and the District acknowledge service of Columbia) any and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom all process may be served against it in any action, suit or proceeding arising out of or based on relating to this Indenture Agreement or any of the Securities which transactions contemplated hereby and upon whom such process may be instituted in served, with the Supreme Court same effect as if such party were a resident of the State of New York California and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that in the case of any service upon such agent and attorney, the party effecting such service shall also deliver a copy thereof to the other party at the address and in the manner specified in Section 11.1. Seller will enter into such agreements with such agents as may be necessary to constitute and continue the appointment of such agents hereunder. In the event that any such agent and attorney resigns or otherwise becomes incapable of acting as such, such party will appoint a successor agent and attorney in the State of California, reasonably satisfactory to the other party, with like powers. Subject to the arbitration provisions set forth in Section 11.11, each party hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern Northern District of New YorkCalifornia or any court of the State of California located in the City of San Francisco, California, in either case any action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and agrees that any such action, suit or proceeding shall be brought only in such court, provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Section 11.12 and shall not be deemed to be a general submission to the jurisdiction of said courts or in the Borough State of ManhattanCalifornia other than for such purpose. Each party hereby irrevocably waives, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable lawLaw, the Company and each of the Foreign Guarantors hereby waives any objection which that it may now or hereafter have to the laying of the venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself proceeding brought in such a court and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, claim that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of process, suit or proceeding brought in such a court has been brought in an inconvenient forum.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors Guarantor that is not organized under the laws of the United States (including the States thereof and the District of Columbia) and therefore (each a "Non-U.S. Guarantor") hereby appoints the Company principal office of CT Corporation System in The City of New York which, on the date hereof, is located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the authorized agent thereof (the “"Authorized Agent”") upon whom process may be served in any action, suit or proceeding arising out of or based on the Indenture or this Indenture Guaranty or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the The Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Non-United States Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s 's acceptance of such appointment, shall have occurred. Each of the Foreign Non-U.S. Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against a Foreign any Non-U.S. Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Non-U.S. Guarantor, and each Foreign such Non-U.S. Guarantor expressly accept accepts the jurisdiction of any such court in any such action. The Company hereby accepts Operating Partnership shall require the Authorized Agent to agree in writing to accept the foregoing appointments appointment as agent for service of process.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof Pledgor Parties and the District Secured Party hereby irrevocably consents and agrees that any legal action or proceeding against it or any of Columbia) and therefore hereby appoints its assets with respect to any of the Company as obligations arising under or relating to this Agreement shall be brought by the authorized agent thereof (the “Authorized Agent”) upon whom process may be served Secured Party or by any Pledgor Party in any action, suit state or proceeding arising out of or based on this Indenture or the Securities which may be instituted federal court sitting in the Supreme Court of the State of New York or the United States District Court for the Southern District of New YorkDelaware (each, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Securitya “Delaware Court”), and by execution and delivery of this Agreement, Secured Party and each Pledgor Party hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its property, the jurisdiction of the aforesaid courts and irrevocably waives, to the fullest extent permitted by applicable law, the Company and each defense of the Foreign Guarantors hereby waives any objection which it may now or hereafter have an inconvenient forum to the laying of venue maintenance of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurredaction therein. Each of party hereto agrees that the Foreign Guarantor agrees to take summons and complaint or any and all actions, including the filing of other process in any and all documents and instruments, that action may be necessary served by notice given in accordance with this Agreement, or as otherwise permitted by law. Each party hereto irrevocably waives the right to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantortrial by jury. Notwithstanding the foregoing, and regardless of whether Secured Party has already commenced a proceeding in a Delaware Court, Secured Party may elect at its sole discretion to submit any action against a Foreign Guarantor dispute arising out of or based on in connection with this Agreement, including with those having to do with (i) its existence, validity or termination and realization of Secured Party’s rights hereunder, or (ii) the enforcement of any Security interim or final order, award or decision issued by a Delaware Court addressing any matter in connection with this Agreement or the Guarantees may also be instituted transactions contemplated hereby, to a competent PRC People’s Court where the Agreement is executed or performed, or where Tang is resident. Each Pledgor Party acknowledges that this right by the Trustee Secured Party to commence an action in a People’s Court does not limit or the Holder of such Security lessen its respective obligations hereunder in any court connection with their respective elections to submit to jurisdiction in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processa Delaware Court.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof The Issuers and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any actionGuarantor, suit if applicable, agrees that any legal suit, action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, in either case federal court in the Borough County of ManhattanNex Xxxx, The City of New YorkXxxxx xx Xxx Xxxx, by the Trustee or the Holder of any SecurityXxxxxx Xxxxxx xf America, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company hereby accepts 100 To the foregoing appointments as agent for extent that the Issuers or a Guarantor, if applicable, has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York or other jurisdiction in which the Issuers or such Guarantor, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of the Issuers and such Guarantor hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States The Company and each Guarantor (including the States thereof Parent and the District of ColumbiaTyco SCA) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of the State of New York or the United States District Court for the Southern District of New YorkAmerica, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which that it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company and each Guarantor (including Parent and Tyco SCA) hereby accepts the foregoing appointments irrevocably and unconditionally designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any successor entity) (“CT Corporation”) as its authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon CT Corporation shall be deemed in every respect effective service of process upon the Company or Guarantor, as applicable, in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company or each Guarantor, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 13.12 shall affect the right of the Holders to serve process in any manner permitted by law or limit the right of the Holders to bring proceedings against the Company or any Guarantor in the courts of any jurisdiction or jurisdictions. The Company and each Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation in full force and effect so long as the Securities are outstanding. The Company and each Guarantor hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, the Company and each Guarantor agrees to designate a new agent in New York City. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, Luxembourg, Ireland or other jurisdiction in which the Company or such Guarantor, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then the Company and each Guarantor hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of The Company and the Foreign Guarantors is Bermuda Guarantor are not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore each of them hereby appoints the Company U.S. Guarantor as the authorized agent thereof (the “"Authorized Agent”") upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, each of the Company and each of the Foreign Guarantors Bermuda Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s 's acceptance of such appointment, shall have occurred. Each of the Foreign Company and the Bermuda Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign the Company or the Bermuda Guarantor, as the case may be. Notwithstanding the foregoing, any action against a Foreign the Company or the Bermuda Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign the Company or the Bermuda Guarantor, as the case may be, and each Foreign of the Company and the Bermuda Guarantor expressly accept accepts the jurisdiction of any such court in any such action. The Company U.S. Guarantor hereby accepts the foregoing appointments appointment as agent for service of process.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any Any legal action, suit or proceeding arising out of or based on relating to this Indenture Agreement or the Securities which may transactions contemplated hereby shall be instituted in the Supreme Court any state or federal court of the State competent jurisdiction located in Xxx Xxxx Xxxxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx, and each party agrees not to assert, by way of New York motion, as a defense, or the United States District Court for the Southern District of New Yorkotherwise, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect any claim that it is not subject personally to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization such court, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such Foreign Guarantor, and each Foreign Guarantor expressly accept court. Each party further irrevocably submits to the exclusive jurisdiction of any such court in any such action, suit or proceeding. The Company Purchaser hereby accepts appoints Xxxxx Xxxx LLP (Attn: Xxxxxx X. Xxxxx, Esq.), at its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and Seller hereby appoints Gusrae, Xxxxxx & Xxxxx (Attn.: Xxxx Xxxxxxxx, Esq.), at its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (or at each such person's or entity's office at such other address as such person or entity hereafter furnishes to the foregoing appointments other parties), as such party's authorized agent for to accept and acknowledge on such party's behalf service of process.any and all process that may be served in any such action, suit or proceeding. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any party if given personally or by registered or certified mail, return receipt requested, or by any other means of mail that requires a signed receipt, postage prepaid, mailed to such party as herein provided

Consent to Jurisdiction and Service of Process. Each All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Credit Agreement, any Note, any of the Foreign Guarantors is not organized under other Credit Documents or the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process Fee Letter may be served brought in any action, suit state or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case federal court located in the Borough of Manhattan, The City of New Yorkand, by the Trustee or the Holder execution and delivery of any Securitythis Credit Agreement, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement, any Note, any other Credit Document or the Fee Letter from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the laying of venue bringing of any such action or proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such actionjurisdiction. The Company hereby accepts Nothing herein shall affect any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the foregoing appointments as agent for service right of processany Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding All judicial proceedings arising out of or based on relating to this Indenture Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, the Company, the Principal Shareholders and the Selling Shareholder each accepts for itself and in connection with their respective properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Selling Shareholder designates and appoints __________________, and the Company and the Principal Shareholders designate and appoint Xxxxxx X. Xxxxx and such other persons as may hereafter be selected by the Company, the Principal Shareholders or the Securities which may Selling Shareholder irrevocably agreeing in writing to so serve, as their respective agents to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by the Company, the Principal Shareholders and the Selling Shareholder to be instituted effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to the Supreme Court Company, the Principal Shareholders and/or the Selling Shareholders at their respective addresses provided in Section 13 hereof; PROVIDED, HOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company, the Principal Shareholders or the Selling Shareholder refuses to accept service, the Company, the Principal Shareholders and the Selling Shareholder each hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company, the Principal Shareholders or the Selling Shareholder in the State of New York may be made by registered or the United States District Court for the Southern District of New Yorkcertified mail, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securitiesreturn receipt requested, to the nonexclusive jurisdiction of any Company and/or Selling Shareholder, as applicable, at their respective addresses provided in Section 13 hereof, and the Company, the Principal Shareholders and the Selling Shareholder each hereby acknowledge that such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment service shall be irrevocable unless effective and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, binding in every respect, effective service of . Nothing herein shall affect the right to serve process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against the Company, the Principal Shareholders and the Selling Shareholder in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction courts of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processother jurisdiction.

Consent to Jurisdiction and Service of Process. Each Shareholders hereby irrevocably appoint CT Corporation, at its office at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, its lawful agent and attorney to accept and acknowledge service of the Foreign Guarantors is not organized under the laws the United States (including the States thereof any and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom all process may be served against it in any action, suit or proceeding arising out in connection with this Agreement or any of or based on this Indenture or the Securities which Operative Agreements and upon whom such process may be instituted served, with the same effect as if such party were a resident of the Commonwealth of Pennsylvania and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that in the Supreme Court case of any service upon such agent and attorney, the State party effecting such service shall also deliver a copy thereof to the other party at the address and in the manner specified in Section 14.01. Shareholders and Bancorp will enter into such agreements with such agents as may be necessary to constitute and continue the appointment of such agents hereunder. In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, such party will appoint a successor agent and attorney in New York or York, New York, reasonably satisfactory to the other party, with like powers. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the United States District Court for the Southern Eastern District of New York, in either case Pennsylvania or any court of the Commonwealth of Pennsylvania located in the Borough County of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court Philadelphia in respect of any such action, suit or proceeding, for itself and with respect to its propertiesagrees that any such action, revenues and assets. Such appointment suit or proceeding shall be irrevocable unless brought only in such court (and until waives any objection based on forum non conveniens or any other objection to venue therein), provided, however, that such consent to jurisdiction is solely for the appointment purpose referred to in this Section 14.12 and shall not be deemed to be a general submission to the jurisdiction of a successor authorized agent said courts or in the Commonwealth of Pennsylvania other than for such purpose, and such successor’s acceptance of such appointment, . Nothing herein shall have occurred. Each of affect the Foreign Guarantor agrees to take any and all actions, including the filing right of any and all documents and instruments, that may be necessary party to continue such appointment in full force and effect as aforesaid. Service of serve process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in other manner permitted by Law or to commence legal proceedings or otherwise proceed against the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court other in any such action. The Company hereby accepts the foregoing appointments as agent for service of processother jurisdiction.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors Guarantor that is not organized under the laws of the United States (including the States thereof and the District of Columbia) and therefore (each a "Non-U.S. Guarantor") hereby appoints the Company principal office of CT Corporation System in The City of New York which, on the date hereof, is located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the authorized agent thereof (the “"Authorized Agent”") upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the The Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s 's acceptance of such appointment, shall have occurred. Each of the Foreign Non-U.S. Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against a Foreign any Non-U.S. Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Non-U.S. Guarantor, and each Foreign such Non-U.S. Guarantor expressly accept accepts the jurisdiction of any such court in any such action. The Company hereby accepts shall require the Authorized Agent to agree in writing to accept the foregoing appointments appointment as agent for service of process.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any actionAny legal suit, suit action or proceeding arising out of or based on this Indenture upon the Indenture, the Securities and the Security Guarantees or the Securities which transactions contemplated by the Indenture (“Related Proceedings”) may be instituted in the Supreme Court federal courts of the United States of America located in the Borough of Manhattan in the City of New York, County and State of New York, or the courts of the State of New York or the United States District Court for the Southern District of New York, in either case located in the Borough of Manhattan, The Manhattan in the City of New YorkXxx Xxxx, by Xxxxxx xxx Xxxxx xx Xxx Xxxx (collectively, the Trustee “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the Holder enforcement of a judgment of any SecuritySpecified Court in a Related Proceeding, and as to which such jurisdiction is non-exclusive) of the fullest extent permitted Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by applicable law, the mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The Company and each of the Foreign Guarantors hereby waives irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly Specified Proceeding in the Specified Courts and irrevocably accepts and submits, unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. The Company and each Guarantor not located in the United States irrevocably appoints CT Corporation System as its agent to receive service of process or other legal summons for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction purposes of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, Related Proceeding that may be necessary instituted in any Specified Court. THE COMPANY SHALL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE BASE INDENTURE OR ANY RELEVANT SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE TO THE REGISTERED OFFICE OF THE COMPANY. Execution [Face of Security] ALLERGAN FUNDING SCS THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR A NOMINEE OF THE DEPOSITARY, WHICH SHALL BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV (“EUROCLEAR”) OR CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, THIS CERTIFICATE IS REGISTERED IN THE NAME OF USB NOMINEES (UK) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM), AND ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL AS THE REGISTERED OWNER HEREOF, USB NOMINEES (UK) LIMITED, HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF EUROCLEAR OR CLEARSTREAM OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. €500,000,000 1.500% NOTES DUE 2023 CUSIP No. 018489 AF1 ISIN No. XS1909193150 Allergan Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 00X, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B187.310 (the “Company”), for value received, hereby promises to continue such appointment in full force pay to USB Nominees (UK) Limited, as nominee of the common depositary for Euroclear and effect Clearstream, or registered assigns, the principal sum of five hundred million euros (€500,000,000) on November 15, 2023, and to pay interest thereon, as aforesaidprovided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Service Interest Payment Dates: November 15 of process upon each year, with the Authorized Agent first payment to be made on November 15, 2019. Regular Record Dates: November 1 of each year (whether or not a Business Day). The provisions on the back of this certificate are incorporated as if set forth on the face hereof. IN WITNESS WHEREOF, Allergan Funding SCS has caused this instrument to be duly signed. ALLERGAN FUNDING SCS For and on behalf of Allergan International Holding S.à x.x., a Luxembourg société à responsabilité limitée, having its registered office at 0, xxx Xxxx Xxxxxx, L-2180 Luxembourg and registered with respect to any such action shall be deemedthe Luxembourg register of commerce and companies under number B 172.484, in every respectits capacity as General Partner of Allergan Funding SCS, effective service itself represented by: By: Name: Title: By: Name: Title: TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out Securities of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court series designated therein referred to in the jurisdiction within-mentioned Indenture. Xxxxx Fargo Bank, National Association, as Trustee By: Authorized Signatory Dated [Reverse of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of process.Security] ALLERGAN FUNDING SCS 1.500% NOTES DUE 2023

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any actionAny legal suit, suit action or proceeding arising out of or based on this Indenture upon the Indenture, the Securities and the Security Guarantees or the Securities which transactions contemplated by the Indenture (“Related Proceedings”) may be instituted in the Supreme Court federal courts of the United States of America located in the Borough of Manhattan in the City of New York, County and State of New York, or the courts of the State of New York or the United States District Court for the Southern District of New York, in either case located in the Borough of Manhattan, The Manhattan in the City of New YorkXxx Xxxx, by Xxxxxx xxx Xxxxx xx Xxx Xxxx (collectively, the Trustee “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the Holder enforcement of a judgment of any SecuritySpecified Court in a Related Proceeding, and as to which such jurisdiction is non-exclusive) of the fullest extent permitted Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by applicable law, the mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The Company and each of the Foreign Guarantors hereby waives irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly Specified Proceeding in the Specified Courts and irrevocably accepts and submits, unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. The Company and each Guarantor not located in the United States irrevocably appoints CT Corporation System as its agent to receive service of process or other legal summons for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction purposes of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, Related Proceeding that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in Specified Court. THE COMPANY SHALL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE BASE INDENTURE OR ANY RELEVANT SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE TO THE REGISTERED OFFICE OF THE COMPANY. [Face of Security] ACTAVIS FUNDING SCS Certificate No. FXR-2018-[ ] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR A NOMINEE OF THE DEPOSITARY, WHICH SHALL BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), AND ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. 2.350% NOTES DUE 2018 CUSIP No. 00507U XX0 XXXX Xx. XX00000XXX00 Xxxxxxx Funding SCS a limited partnership (société en commandite simple) organized under the jurisdiction laws of organization the Grand Duchy of such Foreign GuarantorLuxembourg, having its registered office at 00X, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B187.310, having a share capital of $20,000 (the “Company”), for value received, hereby promises to pay to CEDE & CO., as nominee for The Depositary Trust Company, or its registered assigns, the principal sum of Dollars ($ ) on March 12, 2018, and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Interest Payment Dates: March 12 and September 12 of each Foreign Guarantor expressly accept year, with the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processfirst payment to be made on [September 12, 2015]9.

Consent to Jurisdiction and Service of Process. Each Sellers hereby irrevocably appoint Xxxx Xxxxx at DCC Securities, at its office at Xxxxx 0000, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, its lawful agent and attorney to accept and acknowledge service of the Foreign Guarantors is not organized under the laws the United States (including the States thereof any and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom all process may be served against it in any action, suit or proceeding arising out in connection with this Agreement or any of or based on this Indenture or the Securities which Operative Agreements and upon whom such process may be instituted in served, with the Supreme Court same effect as if such party were a resident of the State of New York and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that in the case of any service upon such agent and attorney, the party effecting such service shall also deliver a copy thereof to the other party at the address and in the manner specified in Section 14.01. Sellers and Purchasers will enter into such agreements with such agents as may be necessary to constitute and continue the appointment of such agents hereunder. In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, such party will appoint a successor agent and attorney in New York, New York, reasonably satisfactory to the other party, with like powers. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, in either case York or any court of the State of New York located in the Borough of Manhattan, The City County of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court York in respect of any such action, suit or proceeding, for itself and with respect to its propertiesagrees that any such action, revenues and assets. Such appointment suit or proceeding shall be irrevocable unless brought only in such court (and until waives any objection based on forum non conveniens or any other objection to venue therein), provided, however, that such consent to jurisdiction is solely for the appointment purpose referred to in this Section 14.12 and shall not be deemed to be a general submission to the jurisdiction of a successor authorized agent said courts or in the State of New York other than for such purpose, and such successor’s acceptance of such appointment, . Nothing herein shall have occurred. Each of affect the Foreign Guarantor agrees to take any and all actions, including the filing right of any and all documents and instruments, that may be necessary party to continue such appointment in full force and effect as aforesaid. Service of serve process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in other manner permitted by Law or to commence legal proceedings or otherwise proceed against the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court other in any such action. The Company hereby accepts the foregoing appointments as agent for service of processother jurisdiction.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof Issuer and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in Tyco agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of the State of New York or the United States District Court for the Southern District of New YorkAmerica, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company Each of the Issuer and Tyco hereby accepts the foregoing appointments irrevocably and unconditionally designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any successor entity) as its authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon CT Corporation shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Issuer or Tyco, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 10.9 shall affect the right of the Holders to serve process in any manner permitted by law or limit the right of the Holders to bring proceedings against the Issuer or Tyco in the courts of any jurisdiction or jurisdictions. Each of the Issuer and Tyco further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation in full force and effect so long as the Securities are outstanding. Each of the Issuer and Tyco hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, each of the Issuer and Tyco agrees to designate a new agent in New York City. To the extent that the Issuer or Tyco has or hereafter may acquire any immunity from jurisdiction of any court (including, without limitation, any court in the United States, the State of New York, Luxembourg, Bermuda or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, the each of the Issuer and Tyco hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any actionAny legal suit, suit action or proceeding arising out of or based on this Indenture upon the Indenture, the Securities and the Security Guarantees or the Securities which transactions contemplated by the Indenture (“Related Proceedings”) may be instituted in the Supreme Court federal courts of the United States of America located in the Borough of Manhattan in the City of New York, County and State of New York, or the courts of the State of New York or the United States District Court for the Southern District of New York, in either case located in the Borough of Manhattan, The Manhattan in the City of New YorkXxx Xxxx, by Xxxxxx xxx Xxxxx xx Xxx Xxxx (collectively, the Trustee “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the Holder enforcement of a judgment of any SecuritySpecified Court in a Related Proceeding, and as to which such jurisdiction is non-exclusive) of the fullest extent permitted Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by applicable law, the mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The Company and each of the Foreign Guarantors hereby waives irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly Specified Proceeding in the Specified Courts and irrevocably accepts and submits, unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. The Company and each Guarantor not located in the United States irrevocably appoints CT Corporation System as its agent to receive service of process or other legal summons for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction purposes of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, Related Proceeding that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in Specified Court. THE COMPANY SHALL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE BASE INDENTURE OR ANY RELEVANT SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE TO THE REGISTERED OFFICE OF THE COMPANY. Exhibit B-1 [Face of Security] ACTAVIS FUNDING SCS Certificate No. FXR-2017-[ ] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR A NOMINEE OF THE DEPOSITARY, WHICH SHALL BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), AND ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. 1.850% NOTES DUE 2017 CUSIP No. 00507U XX0 XXXX Xx. XX00000XXX00 Xxxxxxx Funding SCS a limited partnership (société en commandite simple) organized under the jurisdiction laws of organization the Grand Duchy of such Foreign GuarantorLuxembourg, having its registered office at 00X, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B187.310, having a share capital of $20,000 (the “Company”), for value received, hereby promises to pay to CEDE & CO., as nominee for The Depositary Trust Company, or its registered assigns, the principal sum of Dollars ($ ) on March 1, 2017, and each Foreign Guarantor expressly accept to pay interest thereon, as provided on the jurisdiction of reverse hereof, until the principal and any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processunpaid and accrued interest are paid or duly provided for.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the The Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture or the Securities which may be instituted in the Supreme Court of the State of any state or federal court in New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, submits to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding. The Company hereby accepts irrevocably 34 23 designates and appoints CT Corporation System as the foregoing appointments as Company's authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon CT Corporation System at its office at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (xr such other address in the State of New York as the Company may designate by written notice to the Trustee) and written notice of such service to the Company marked or delivered to CT Corporation System at its address set forth herein shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Nothing in this Section 114 shall affect the right of any party hereto to serve process in any manner permitted by law or limit the right of any party hereto to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture or any of the Securities shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Securities, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the The Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on this with respect to the Indenture or the Securities which may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, federal court in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder SFDOCS01/304165.3 State of any SecurityNew York, and waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, submits to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding. The Company hereby accepts irrevocably designates and appoints the foregoing appointments Company's General Counsel as the Company's authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon the Company's General Counsel at his office at the Company, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 and written notice of said service to the Company, mailed or delivered to the Company's General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000, shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 114 shall affect the right of any party to the Indenture to serve process in any manner permitted by law or limit the right of any party to the Indenture to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company's General Counsel in full force and effect so long as the Indenture or any of the Securities shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Indenture and the Securities, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof Company and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in Guarantor agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, in either case federal court sitting in the Borough of Manhattan, The Manhattan of the City of New YorkXxx Xxxx, by the Trustee or the Holder Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of any SecurityAmerica, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which that it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company hereby accepts the foregoing appointments irrevocably and unconditionally designates and appoints [ ] (and any successor entity) as its authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon [ ] shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 113 shall affect the right of the Holders to serve process in any manner permitted by law or limit the right of the Holders to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of [ ] in full force and effect so long as the Securities are outstanding. The Company hereby irrevocably and unconditionally authorizes and directs [ ] to accept such service on its behalf. If for any reason [ ] ceases to be available to act as such, the Company agrees to designate a new agent in New York City.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof Issuer and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in Tyco agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of the State of New York or the United States District Court for the Southern District of New YorkAmerica, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company Each of the Issuer and Tyco hereby accepts the foregoing appointments irrevocably and unconditionally designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any successor entity) as its authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon CT Corporation shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Issuer or Tyco, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 10.9 shall affect the right of the Holders to serve process in any manner permitted by law or limit the right of the Holders to bring proceedings against the Issuer or Tyco in the courts of any jurisdiction or jurisdictions. Each of the Issuer and Tyco further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation in full force and effect so long as the Securities are outstanding. Each of the Issuer and Tyco hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, each of the Issuer and Tyco agrees to designate a new agent in New York City. To the extent that the Issuer or Tyco has or hereafter may acquire any immunity from jurisdiction of any court (including, without limitation, any court in the United States, the State of New York, Luxembourg, Bermuda or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, each of the Issuer and Tyco hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of the State of New York or the United States District Court for the Southern District of New YorkAmerica, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The 62 Each of Guarantors and the Company hereby accepts the foregoing appointments irrevocably and unconditionally designates and appoints [ ] (and any successor entity) as its authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon [ ] shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon Guarantors or the Company, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 13.13 shall affect the right of the Holders to serve process in any manner permitted by law or limit the right of the Holders to bring proceedings against Guarantors or the Company in the courts of any jurisdiction or jurisdictions. Each of Guarantors and the Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of [ ] in full force and effect so long as the Securities are outstanding. Each of Guarantors and the Company hereby irrevocably and unconditionally authorizes and directs [ ] to accept such service on its behalf. If for any reason [ ] ceases to be available to act as such, each of Guarantors and the Company agrees to designate a new agent in New York City. To the extent that Guarantors or the Company has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, or other jurisdiction in which Guarantors or the Company, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of Guarantors and the Company hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof Issuer and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in UtiliCorp agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of the State of New York or the United States District Court for the Southern District of New YorkAmerica, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company Each of the Issuer and UtiliCorp hereby accepts the foregoing appointments irrevocably and unconditionally designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any successor entity) as its authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon CT Corporation shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Issuer or UtiliCorp, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 113 shall affect the right of the Holders to serve process in any manner permitted by law or limit the right of the Holders to bring proceedings against the Issuer or UtiliCorp in the courts of any jurisdiction or jurisdictions. Each of the Issuer and UtiliCorp further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation in full force and effect so long as the Securities are outstanding. Each of the Issuer and UtiliCorp hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, each of the Issuer and UtiliCorp agrees to designate a new agent in New York City. To the extent that the Issuer or UtiliCorp has or hereafter may acquire any immunity from jurisdiction of any court (including, without limitation, any court in the United States, the State of New York, Canada or any political subdivision thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, any Guarantee or any other documents or actions to enforce judgments in respect of any thereof, each of the Issuer and UtiliCorp hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extend permitted by law.

Consent to Jurisdiction and Service of Process. Each party hereby and any person asserting rights as a third party beneficiary may do so only if he, she or it irrevocably agrees that any Action shall be brought only to the exclusive jurisdiction of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court courts of the State of New York Delaware or the United States District Court for the Southern District of New York, in either case federal courts located in the Borough State of Manhattan, The City of New York, by the Trustee or the Holder of any SecurityDelaware, and each party hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable lawLaw, the Company and each of the Foreign Guarantors hereby waives any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period an Action that is filed in accordance with this Section 5.7 is pending before a court, all actions, suits or proceedings with respect to such Action or any other Action, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party and any person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Action, that (a) such party is not personally subject to the jurisdiction of the above named courts for any reason, (b) such action, suit or proceedingproceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final judgment in any action, suit or proceeding described in this Section 5.7 following the expiration of any period permitted for itself appeal and with respect subject to its properties, revenues and assets. Such appointment any stay during appeal shall be irrevocable unless conclusive and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment enforced in full force and effect as aforesaid. Service of process upon other jurisdictions by suit on the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of judgment or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantorother manner provided by applicable Laws. EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such actionSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY ACTION RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. The Company hereby accepts the foregoing appointments as agent for service of processIF THE SUBJECT MATTER OF ANY SUCH ACTION IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH ACTION A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore LTGI hereby irrevocably appoints the Company as the authorized President of New Valley Corporation, at its offices at 590 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxs lawful agent thereof (the “Authorized Agent”) upon whom and attorney to accept and acknowledge service of any and all process may be served against it in any action, suit or proceeding arising out of or based on relating to this Indenture Agreement or any of the Securities which transactions contemplated thereby and upon whom such process may be instituted in served, with the Supreme Court same effect as if such party were a resident of the State of New York and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that in the case of any service upon such agent and attorney, the party effecting such service shall also deliver a copy thereof to the other parties at the address and in the manner specified in SECTION 3.02. Seller hereby irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party. LTGI and Seller will enter into such agreements with such agents as may be necessary to constitute and continue the appointment of such agents hereunder. In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, such party will appoint a successor agent and attorney in the City of New York, reasonably satisfactory to the other parties, with like powers. Each party hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York, in either case York or any court of the State of New York located in the Borough of Manhattan, The Manhattan in the City of New YorkYork in any such action, by suit or proceeding arising out of or relating to this Agreement or any of the Trustee or the Holder of any Securitytransactions contemplated thereby, and agrees that any such action, suit or proceeding shall be brought only in such court, provided, however, that such consent to jurisdiction is solely for the purpose referred to in this SECTION 3.10 and shall not be deemed to be a general submission to the jurisdiction of said courts or in the State of New York other than for such purpose. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which that it may now or hereafter have to the laying of the venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself proceeding brought in such a court and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, claim that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of process, suit or proceeding brought in such a court has been brought in an inconvenient forum.

Consent to Jurisdiction and Service of Process. Each (a) The Company, the Notes Guarantor and each Holder of a Security by its acceptance thereof irrevocably consent to the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District nonexclusive jurisdiction of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court court of the State of New York or any U.S. Federal court sitting, in each case, in the United States District Court for Borough of Xxxxxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and waive any immunity from the Southern District jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, to the extent permitted by law. The Company and the Notes Guarantor waive, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture or the Securities in such courts 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, except in relation to certain assets related to services rendered and the concessions held by the Company or the Notes Guarantor (bens vinculados aos serviços) that cannot, as a matter of Brazilian law, be subject to liens, pledges, security interests, Charges, claims, encumbrances or disposal. The Company and the Notes Guarantor agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and the Notes Guarantor and may be enforced in any court to the jurisdiction of which the Company or the Notes Guarantor is subject by a suit upon such judgment; provided that service of process is effected upon the Company and the Notes Guarantor in the manner provided in this Indenture or as otherwise permitted by law. Notwithstanding the foregoing, any suit, action or proceeding brought in connection with this Indenture or the Securities against the Company or the Notes Guarantor may be instituted in any court of competent jurisdiction in their corporate domicile. (a) The Company and the Notes Guarantor agree that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture or the Securities against the Company or the Notes Guarantor in any court of the State of New YorkYork or any U.S. Federal court sitting, in either case each case, in the Borough of Manhattan, The City of New YorkYork City, by the Trustee or the Holder of any Securitymay be made upon Cogency Global Inc., and to the fullest extent permitted by applicable lawlocated at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and Notes Guarantor irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor appoint as their authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of process. The Company represents and warrants that Cogency Global Inc. has agreed to act as its agent for service of process. The Company and the Notes Guarantor agree that such appointment shall be irrevocable until the irrevocable appointment by the Company or the Notes Guarantor, as applicable, of a successor in New York City as authorized agent 35 (6) “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxxx; and (7) “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party. Section 114.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to To the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have irrevocably submits to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any U.S. federal or New York state court in the Borough of Xxxxxxxxx, Xxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising under the Notes or this Indenture (solely in connection with any such court suit or proceeding), and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such actioncourt. The Company irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company hereby irrevocably designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. ("CT"), as the authorized agent of the Company upon whom process may be served in any such suit or proceeding, for itself it being understood that the designation and with respect appointment of CT as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents that it has notified CT of such designation and appointment and that CT has accepted the same in writing. The Company hereby irrevocably authorizes and directs CT to accept such service. The Company further agrees that service of process upon CT and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to CT at its propertiesprincipal office, revenues and assets. Such appointment shall be irrevocable unless and until deemed in every respect effective service of process upon the appointment of a successor authorized agent for Company in any such purpose, and such successor’s acceptance of such appointment, suit or proceeding. Nothing herein shall have occurred. Each affect the right of the Foreign Guarantor Holders, the Trustee or any Person representing the Holders or the Trustee to serve process in any other manner permitted by law. The Company further agrees to take any and all actionsaction, including the execution and filing of any and all such documents and instruments, that Instruments as may be necessary to continue such designation and appointment of CT in full force and effect so long as aforesaidthe Company has any outstanding obligations under the Notes or this Indenture. Service To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process upon the Authorized Agent (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to any such action shall be deemeditself or its property, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts irrevocably waives such immunity in respect of its obligations under the foregoing appointments as agent for service of processNotes and this Indenture, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process other Credit Documents may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted brought in the Supreme Court courts of the State of New York in New York County or of the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New Yorkand, by the Trustee or the Holder execution and delivery of any Securitythis Agreement, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the laying of venue bringing of any such action or proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such actionjurisdiction. The Company hereby accepts Nothing herein shall affect any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the foregoing appointments as agent for service right of process.any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction. 10.15

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors Guarantor that is not organized under the laws of the United States (including the States thereof and the District of Columbia) and therefore (each a "Non-U.S. Guarantor") hereby appoints the Company principal office of CT Corporation System in The City of New York which, on the date hereof, is located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the authorized agent thereof (the “"Authorized Agent”") upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of ManhattanThe Xxxxxxx xx Xxxxxxxxx, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s 's acceptance of such appointment, shall have occurred. Each of the Foreign Non-U.S. Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against a Foreign any Non-U.S. Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Non-U.S. Guarantor, and each Foreign such Non-U.S. Guarantor expressly accept accepts the jurisdiction of any such court in any such action. The Company hereby accepts shall require the Authorized Agent to agree in writing to accept the foregoing appointments appointment as agent for service of process.

Consent to Jurisdiction and Service of Process. Each All judicial proceedings brought against any Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process other Credit Documents may be served brought in any action, suit state or proceeding arising out federal court of or based on this Indenture or the Securities which may be instituted competent jurisdiction in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New Yorkand, by execution and delivery of this Agreement, each of the Trustee Borrowers and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. To the Holder of any Security, and to the fullest extent permitted by applicable lawlaw (including, without limitation, the Company Hague Convention on the Service Abroad of Judicial and Extra-Judicial Documents in Civil and Commercial Matters), each of the Foreign Guarantors Borrowers and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the Borrowers, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the laying of venue bringing of any such action or proceeding and expressly and irrevocably accepts and submits, for in any such jurisdiction. Nothing herein shall affect the benefit right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Trustee Borrowers or the Holders from time to time of other Credit Parties in the Securities, to the nonexclusive jurisdiction court of any such court in respect of any such action, suit or proceeding, for itself and with respect other jurisdiction. The Dutch Borrower hereby appoints the Company to act as its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance purposes of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective receiving service of process upon each Foreign Guarantor. Notwithstanding pursuant to the foregoing, terms of this Section 9.12 and agrees that any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processprocess to the Dutch Borrower may be affected by delivering such service of process to the Company at its address set forth in Section 9.2.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof The Issuers and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any actionGuarantor, suit if applicable, agrees that any legal suit, action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, in either case federal court in the Borough County of ManhattanXxx Xxxx, The City Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of New YorkAmerica, by the Trustee or the Holder of any Security, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company hereby accepts To the foregoing appointments as agent for extent that the Issuers or a Guarantor, if applicable, has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York or other jurisdiction in which the Issuers or such Guarantor, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of the Issuers and such Guarantor hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any actionAny legal suit, suit action or proceeding arising out of or based on this Indenture upon the Indenture, the Securities and the Security Guarantees or the Securities which transactions contemplated by the Indenture (“Related Proceedings”) may be instituted in the Supreme Court federal courts of the United States of America located in the Borough of Manhattan in the City of New York, County and State of New York, or the courts of the State of New York or the United States District Court for the Southern District of New York, in either case located in the Borough of Manhattan, The Manhattan in the City of New YorkXxx Xxxx, by Xxxxxx xxx Xxxxx xx Xxx Xxxx (collectively, the Trustee “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the Holder enforcement of a judgment of any SecuritySpecified Court in a Related Proceeding, and as to which such jurisdiction is non-exclusive) of the fullest extent permitted Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by applicable law, the mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The Company and each of the Foreign Guarantors hereby waives irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly Specified Proceeding in the Specified Courts and irrevocably accepts and submits, unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. The Company and each Guarantor not located in the United States irrevocably appoints CT Corporation System as its agent to receive service of process or other legal summons for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction purposes of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, Related Proceeding that may be necessary instituted in any Specified Court. THE COMPANY SHALL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE BASE INDENTURE OR ANY RELEVANT SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE TO THE REGISTERED OFFICE OF THE COMPANY. Exhibit A-2 [Face of Security] ACTAVIS FUNDING SCS Certificate No. FLR-2018-[ ] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR A NOMINEE OF THE DEPOSITARY, WHICH SHALL BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), AND ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. FLOATING RATE NOTES DUE 2018 CUSIP No. 00507U XX0 XXXX Xx. XX00000XXX00 Xxxxxxx Funding SCS a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 00X, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B187.310, having a share capital of $20,000 (the “Company”), for value received, hereby promises to continue such appointment in full force pay to CEDE & CO., as nominee for The Depositary Trust Company, or its registered assigns, the principal sum of Dollars ($ ) on March 12, 2018, and effect to pay interest thereon, at a variable rate, as aforesaidprovided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Service Interest Payment Dates: March 12, June 12, September 12 and December 12 of process upon each year, with the Authorized Agent first payment to be made on [June 12, 2015]3. The provisions on the back of this certificate are incorporated as if set forth on the face hereof. 3 To be updated with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding additional Securities issued after the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processinitial issue date.

Consent to Jurisdiction and Service of Process. Each The Sub-Adviser irrevocably submits to the jurisdiction of any New York State or United States Federal court sitting in the Borough of Manhattan, The City of New York over any suit, action, or proceeding arising out of or relating to this Agreement. The Sub-Adviser irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the Foreign Guarantors venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action, or proceeding brought in such a court has been brought in an inconvenient forum. The Sub-Adviser agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Sub-Adviser, and may be enforced to the extent permitted by applicable law in any court of the jurisdiction of which the Sub-Adviser is not organized under subject by a suit upon such judgment, provided that service of process is effected upon the laws Sub-Adviser in the United States (including manner specified in the States thereof and following paragraph or as otherwise permitted by law. As long as this Agreement remains in effect, the District of Columbia) and therefore hereby appoints the Company as the Sub-Adviser will at all times have an authorized agent thereof (in the “Authorized Agent”) Borough of Manhattan, The City of New York upon whom process may be served in any actionlegal action or proceeding in a New York State or United States Federal court sitting in the Borough of Manhattan, suit The City of New York over any suit, action or proceeding arising out of or based on relating to this Indenture Agreement. The Sub-Adviser hereby appoints Xxxxxxx Xxxx & Xxxxxxxxx LLP (c/o Xxxxxx Xxxxxxxxxxx, Esq.) as its agent for such purpose, and covenants and agrees that service of process in any such legal action or the Securities which proceeding may be instituted in made upon it at the Supreme Court office of the State of New York such agent at 000 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or the United States District Court for the Southern District of New York, in either case at such other address in the Borough of Manhattan, The City of New York, as said agent may designate by written notice to the Trustee Company and the Adviser). The Sub-Adviser hereby consents to process being served in any suit, action or proceeding of the Holder nature referred to in the preceding paragraph by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Sub-Adviser set forth in the heading to this Agreement or to any Securityother address of which the Sub-Adviser shall have given written notice to the Company and the Adviser. The Sub-Adviser irrevocably waives, and to the fullest extent permitted by applicable law, the Company and each all claim of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue error by reason of any such proceeding service (but does not waive any right to assert lack of subject matter jurisdiction) and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any agrees that such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment service (i) shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, deemed in every respect, respect effective service of process upon each Foreign Guarantorthe Sub-Adviser in any suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Sub-Adviser. Notwithstanding Nothing in this section shall affect the foregoing, any action against a Foreign Guarantor arising out right of or based on any Security the Company or the Guarantees may also be instituted Adviser to serve process in any manner permitted by law or limit the Trustee right of the Company or the Holder of such Security in any court Adviser to bring proceedings against the Sub-Adviser in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction courts of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processjurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the The Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New Yorkfederal court in Thx Xxxx xx Xxx Xxxx, in either case in the Borough of ManhattanXxxxx xx Xxx Xxxx, The City of New YorkXxxxxx Xxxxxx xf America, by the Trustee or the Holder of any Security, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York or other jurisdiction in which the Company or any successor thereof may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities or any other documents or actions to enforce judgments in respect of any thereof, then the Company hereby accepts irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the foregoing appointments as agent for service of processabove-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each Seller hereby irrevocably appoints its lawful agent and attorney-in-fact to accept and acknowledge service of the Foreign Guarantors is not organized under the laws the United States (including the States thereof any and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom all process may be served against it in any action, suit or proceeding arising out of or based on relating to this Indenture Agreement or any of the Securities which Operative Agreements or any of the transactions contemplated hereby or thereby and upon whom such process may be instituted in served, with the Supreme Court same effect as if such party were a resident of the State of New York California and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, PROVIDED that in the case of any service upon such agent and attorney- in-fact, the party effecting such service shall also deliver a copy thereof to the other party at the address and in the manner specified in SECTION 13.01. Each Seller will enter into such agreements with such agent as may be necessary to constitute and continue the appointment of such agent hereunder. In the event that such agent and attorney-in-fact resigns or otherwise becomes incapable of acting as such, such party will appoint a successor agent and attorney-in-fact in Santa Barbara, California, reasonably satisfactory to Purchaser, with like powers. Each party hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern Central District of New YorkCalifornia or any court of the State of California located in the City of Santa Xxxxxxx, County of Santa Xxxxxxx, in either case any action, suit or proceeding arising out of or relating to this Agreement or any of the Operative Agreements or any of the transactions contemplated hereby or thereby, and agrees that any such action, suit or proceeding shall be brought only in such court, PROVIDED, HOWEVER, that such consent to jurisdiction is solely for the purpose referred to in this SECTION 13.13 and shall not be deemed to be a general submission to the jurisdiction of said courts or in the Borough State of ManhattanCalifornia other than for such purpose and PROVIDED FURTHER, The City of New Yorkthat such consent to jurisdiction and agreement shall not limit the parties' agreement to arbitrate disputes under this Agreement pursuant to SECTIONS 10.03 OR 13.12. Each party hereby irrevocably waives, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable lawLaw, the Company and each of the Foreign Guarantors hereby waives any objection which that it may now or hereafter have to the laying of the venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself proceeding brought in such a court and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, claim that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action, suit or proceeding brought in such a court has been brought in an inconvenient forum. The Company hereby accepts Nothing herein shall affect the foregoing appointments as agent for service right of processany party to serve process in any other manner permitted by Law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction.

Consent to Jurisdiction and Service of Process. Each (a) The Company, the Notes Guarantor and each Holder of a Security by its acceptance thereof irrevocably consent to the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District nonexclusive jurisdiction of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court court of the State of New York or any U.S. Federal court sitting, in each case, in the United States District Court for Borough of Xxxxxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and waive any immunity from the Southern District jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, to the extent permitted by law. The Company and the Notes Guarantor waive, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture or the Securities in such courts 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, except in relation to certain assets related to services rendered and the concessions held by the Company or the Notes Guarantor (bens vinculados aos serviços) that cannot, as a matter of Brazilian law, be subject to liens, pledges, security interests, Charges, claims, encumbrances or disposal. The Company and the Notes Guarantor agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and the Notes Guarantor and may be enforced in any court to the jurisdiction of which the Company or the Notes Guarantor is subject by a suit upon such judgment; provided that service of process is effected upon the Company and the Notes Guarantor in the manner provided in this Indenture or as otherwise permitted by law. Notwithstanding the foregoing, any suit, action or proceeding brought in connection with this Indenture or the Securities against the Company or the Notes Guarantor may be instituted in any court of competent jurisdiction in their corporate domicile. (a) The Company and the Notes Guarantor agree that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture or the Securities against the Company or the Notes Guarantor in any court of the State of New YorkYork or any U.S. Federal court sitting, in either case each case, in the Borough of Manhattan, The City of New YorkYork City, by the Trustee or the Holder of any Securitymay be made upon Cogency Global Inc., and to the fullest extent permitted by applicable lawlocated at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and Notes Guarantor irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor appoint as their authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of process.. The Company represents and warrants that Cogency Global Inc. has agreed to act as its agent for service of process. The Company and the Notes Guarantor agree that such appointment shall be irrevocable until the irrevocable appointment by the Company or the Notes Guarantor, as applicable, of a successor in New York City as authorized agent 35

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding All judicial proceedings arising out of or based on relating to this Indenture or the Securities which Agreement may be instituted brought in the Supreme Court any state or federal court of competent jurisdiction in the State of New York California, and by execution and delivery of this Agreement, the Company and the Selling Stockholder each accepts for itself and in connection with their respective properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agree to be bound by any judgment rendered thereby in connection with this Agreement. The Selling Stockholder designates and appoints Xxxxx Xxxxxxx, and the Company designates and appoints Xxxxx X. Xxxxxxx and such other persons as may hereafter be selected by the Company or the United States District Court for the Southern District Selling Stockholder irrevocably agreeing in writing to so serve, as their respective agents to receive on its behalf service of New Yorkall process in any such proceedings in any such court, in either case in the Borough of Manhattan, The City of New York, such service being hereby acknowledged by the Trustee or Company and the Holder Selling Stockholder to be effective and binding service in every respect. A copy of any Security, and such process so served shall be mailed by registered mail to the fullest extent permitted Company and/or the Selling Stockholder at their respective addresses provided in Section 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Selling Stockholder refuses to accept service, the Company and the Selling Stockholder each hereby agrees that service of process sufficient for personal jurisdiction in any action against the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee Company or the Holders from time to time Selling Stockholder in the State of the SecuritiesCalifornia may be made by registered or certified mail, return receipt requested, to the nonexclusive jurisdiction of any Company and/or the Selling Stockholder, as applicable, at their respective addresses provided in Section 14 hereof, and Selling Stockholder and the Company each hereby acknowledge that such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment service shall be irrevocable unless effective and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, binding in every respect, effective service of . Nothing herein shall affect the right to serve process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against the Company and the Selling Stockholder in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction courts of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processother jurisdiction.

Consent to Jurisdiction and Service of Process. Each of the Company and the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company Nabors Delaware as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, each of the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the The Company and each Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon the Company and each Foreign Guarantor. Notwithstanding the foregoing, any action against the Company or a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of the Company or such Foreign Guarantor, and the Company and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company Nabors Delaware hereby accepts the foregoing appointments as agent for service of process.

Consent to Jurisdiction and Service of Process. Each GSN hereby agrees that any legal suit, action or proceeding brought by any of the Foreign Guarantors is not organized other parties to enforce any rights under or with respect to the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any actionSecurities, suit or proceeding arising out of or based on this Indenture Agreement or the Securities which transactions contemplated hereby may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, federal court in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder State of any SecurityNew York, and waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, submits to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding. The Company hereby accepts the foregoing appointments GSN has appointed CT Corporation System ("CT") as its authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon CT (or such successor) at its office at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000(xx such other address in New York, as GSN may designate by written notice to the other parties hereto) and written notice of said service to GSN, as the case may be, mailed or delivered to CT, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, shall be deemed in every respect effective service of process upon GSN, as the case may be, in any such suit, action or proceeding and shall be taken and held to be valid personal service upon GSN. Nothing in this Section 7.11 shall affect the right of any party hereto to serve process in any manner permitted by law or limit the right of any party hereto to bring proceedings against GSN in the courts of any jurisdiction or jurisdictions. GSN further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of DTC in full force and effect so long as this Agreement shall be in full force and effect and so long as any of the Securities shall be outstanding.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any actionAny legal suit, suit action or proceeding arising out of or based on this Indenture upon the Indenture, the Securities and the Security Guarantees or the Securities which transactions contemplated by the Indenture (“Related Proceedings”) may be instituted in the Supreme Court federal courts of the United States of America located in the Borough of Manhattan in the City of New York, County and State of New York, or the courts of the State of New York or the United States District Court for the Southern District of New York, in either case located in the Borough of Manhattan, The Manhattan in the City of New YorkXxx Xxxx, by Xxxxxx xxx Xxxxx xx Xxx Xxxx (collectively, the Trustee “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the Holder enforcement of a judgment of any SecuritySpecified Court in a Related Proceeding, and as to which such jurisdiction is non-exclusive) of the fullest extent permitted Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by applicable law, the mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The Company and each of the Foreign Guarantors hereby waives irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly Specified Proceeding in the Specified Courts and irrevocably accepts and submits, unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. The Company and each Guarantor not located in the United States irrevocably appoints CT Corporation System as its agent to receive service of process or other legal summons for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction purposes of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, Related Proceeding that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in Specified Court. THE COMPANY SHALL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE BASE INDENTURE OR ANY RELEVANT SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE TO THE REGISTERED OFFICE OF THE COMPANY. [Face of Security] ACTAVIS FUNDING SCS THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR A NOMINEE OF THE DEPOSITARY, WHICH SHALL BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), AND ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. 4.750% NOTES DUE 2045 CUSIP No. 00507U AU5 ISIN No. US00507UAU51 Actavis Funding SCS a limited partnership (société en commandite simple) organized under the jurisdiction laws of organization the Grand Duchy of such Foreign GuarantorLuxembourg, having its registered office at 00X, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B187.310, having a share capital of $20,000 (the “Company”), for value received, hereby promises to pay to CEDE & CO., as nominee for The Depositary Trust Company, or its registered assigns, the principal sum of Dollars ($ ) on March 15, 2045, and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Interest Payment Dates: March 15 and September 15 of each Foreign Guarantor expressly accept year, with the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processfirst payment to be made on [September 15, 2015]19.

Consent to Jurisdiction and Service of Process. Each (a) Parent consents to the non-exclusive jurisdiction of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court court of the State of New York Delaware or the any United States District Court for the Southern District of New York, in either case federal court sitting in the Borough State of ManhattanDelaware, The City of New York, by the Trustee or the Holder of any SecurityUnited States, and any appellate court from any thereof, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Agreement. Parent irrevocably waives, to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it to any suit, action or proceeding that may now be brought in connection with this Agreement in such courts whether on the grounds of venue, residence or hereafter have domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. Parent agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon Parent and may be enforced in any court to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of which Parent is subject by suit upon such judgment; provided that service of process is effected upon Parent in the manner provided in this Agreement. (b) Parent agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Agreement against Parent in any court sitting in the State of Delaware, United States may be made upon Schixx Xxxxxx & Xaitx xx 6600 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 (xxtention: Stepxxx X. Xxxxxxx), xhom Parent irrevocably appoints as its authorized agent for service for process. Parent represents and warrants that Schixx Xxxxxx & Xaitx xxx agreed to act as Parent's agent for service of process. Parent agrees that such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and so long as this Agreement shall remain in effect or until the irrevocable appointment by Parent of a successor as its authorized agent for such purpose, purpose and such successor’s the acceptance of such appointment, shall have occurredappointment by such successor. Each of the Foreign Guarantor Parent further agrees to take any and all actionsaction, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service If Schixx Xxxxxx & Xaitx xxxll cease to be Parent's agent for service of process upon 29 35 process, Parent shall appoint without delay another such agent and provide prompt written notice to the Authorized Agent with Company, to the extent known to it, of such appointment. With respect to any such action in any court of the State of Delaware or any United States federal court in the State of Delaware, United States, service of process upon Schixx Xxxxxx & Xaitx, xx the authorized agent of Parent for service of process, and written notice of such service to Parent, shall be deemed, in every respect, effective service of process upon each Foreign GuarantorParent. Notwithstanding (c) Nothing in this Section 8.13 shall affect the foregoing, right of any party to serve legal process in any other manner permitted by law of affect the right of any party to bring any action or proceeding against a Foreign Guarantor arising out of any other party or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court its property in the jurisdiction courts of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such actionother jurisdictions. The Company hereby accepts the foregoing appointments as agent for service of process.SECTION 8.14

Consent to Jurisdiction and Service of Process. Each The Company and each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the principal office of Corporation Service Company in The City of New York which, on the date hereof, is located at 1180 Avenue of the Americas Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the The Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor The Company agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantorthe Company. Notwithstanding the foregoing, any action against a Foreign Guarantor the Company arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantorthe Company, and each Foreign Guarantor the Company expressly accept accepts the jurisdiction of any such court in any such action. The Company hereby accepts shall require the Authorized Agent to agree in writing to accept the foregoing appointments appointment as agent for service of process.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbiaa) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process Any legal action or proceeding against Guarantor with respect to this Guaranty or any other Loan Instrument may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted brought in the Supreme Court courts of the State of New York in the County of New York or of the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New YorkYork and, by the Trustee or the Holder execution and delivery of any Securitythis Guaranty, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts for itself and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Guarantor agrees that a judgment, after exhaustion of all available appeals, in any such action, suit action or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment proceeding shall be irrevocable unless conclusive and until binding upon the appointment of a successor authorized agent for such purposeGuarantor, and may be enforced in any other jurisdiction by a suit upon such successor’s acceptance judgment, a certified copy of such appointment, which shall have occurred. Each be conclusive evidence of the Foreign judgment. Guarantor agrees hereby irrevocably designates, appoints and empowers CT Corporation System as its designee, appointee and agent to take any receive, accept and all actionsacknowledge for and on its behalf, including the filing and in respect of its property, service of any and all legal process, summons, notices and documents and instruments, that which may be necessary to continue such appointment served in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be deemedavailable to act as such, Guarantor agrees to designate a new designee, appointee and agent in every respect, effective New York City on the terms and for the purposes of this provision satisfactory to Agent. Guarantor further irrevocably consents to the service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or of the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court aforementioned courts in any such actionaction or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Guarantor, at its address set forth in Section 19 hereof, such service to become effective __ days after such mailing. The Company hereby accepts Nothing herein shall affect the foregoing appointments as agent for service right of processany Lender to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Guarantor in any other jurisdiction.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the The Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on this with respect to the Indenture or the Securities which Senior Notes may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, federal court in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder State of any SecurityNew York, and waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, submits to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding. The Company hereby accepts irrevocably designates and appoints the foregoing appointments Company’s General Counsel as the Company’s authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon the Company’s General Counsel at his office at the Company, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000 and written notice of said service to the Company, mailed or delivered to the Company’s General Counsel, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000, shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 114 shall affect the right of any party to the Indenture to serve process in any manner permitted by law or limit the right of any party to the Indenture to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company’s General Counsel in full force and effect so long as the Indenture or any of the Senior Notes shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Indenture and the Senior Notes, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, federal court in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder State of any SecurityNew York, and United States of America, irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Each of Guarantors and the Company hereby accepts the foregoing appointments irrevocably and unconditionally designates and appoints [ ] (and any successor entity) as its authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon [ ] shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon Guarantors or the Company, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 13.13 shall affect the right of the Holders to serve process in any manner permitted by law or limit the right of the Holders to bring proceedings against Guarantors or the Company in the courts of any jurisdiction or jurisdictions. Each of Guarantors and the Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of [ ] in full force and effect so long as the Securities are outstanding. Each of Guarantors and the Company hereby irrevocably and unconditionally authorizes and directs [ ] to accept such service on its behalf. If for any reason [ ] ceases to be available to act as such, each of Guarantors and the Company agrees to designate a new agent in New York City. To the extent that Guarantors or the Company has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, or other jurisdiction in which Guarantors or the Company, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of Guarantors and the Company hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the The Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on this with respect to the Indenture or the Securities which may be instituted in the Supreme Court of the State of New York any state or the United States District Court for the Southern District of New York, federal court in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder State of any SecurityNew York, and waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, submits to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding. The Company hereby accepts irrevocably designates and appoints the foregoing appointments Company's General Counsel as the Company's authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon the Company's General Counsel at his office at the Company, 1050 Caribbean Way, Miami, Florida 33132 and written notice of saxx xxxxxxx xx xxx Xxxxxxx, xxxxxx xx delivered to the Company's General Counsel, 1050 Caribbean Way, Miami, Florida 33132, shall be deemed in everx xxxxxxx xxxxxxxxx xxxxxxx xx xxxxxxx xpon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 114 shall affect the right of any party to the Indenture to serve process in any manner permitted by law or limit the right of any party to the Indenture to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company's General Counsel in full force and effect so long as the Indenture or any of the Securities shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Indenture and the Securities, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each Purchaser hereby ---------------------------------------------- irrevocably appoints Xxxxx Xxxxxx, Esq. at his offices at Xxxxxx and Xxxxxx, 2400 IDS Center, 00 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000 and Seller hereby irrevocably appoints Xxxx X. Xxxxxx, Esq., at his office at X'Xxxxx & Xxxxxx, American International Plaza, 8th Floor, 250 Xxxxx Xxxxxx Avenue (Hato Rey), San Xxxx, Puerto Rico, its lawful agent and attorney to accept and acknowledge service of any and all process against it in any Action or Proceeding arising in connection with this Agreement or any of the Foreign Guarantors is not organized under the laws the United States (including the States thereof Operative Agreements and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom such process may be served in any actionserved, suit or proceeding arising out of or based on this Indenture or with the Securities which may be instituted in the Supreme Court same effect as if such party were a resident of the State of New York and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that in the case of any service upon such agent and attorney, the party effecting such service shall also deliver a copy thereof to the other parties at the addresses and in the manner specified in Section 8.01. The parties hereto will enter into such agreements with such agents as may be necessary to constitute and continue the appointment of such agents hereunder. In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, such party will appoint a successor agent and attorney in New York, New York, reasonably satisfactory to the other party, with like powers. Each party hereby irrevocably submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York, in either case York or any court of the State of New York located in the Borough of Manhattan, The City of New York, by the Trustee York in any such Action or the Holder of any SecurityProceeding, and to the fullest extent permitted by applicable law, the Company agrees that any such Action or Proceeding shall be brought only in such court (and each of the Foreign Guarantors hereby waives any objection which it may now based on forum non conveniens or hereafter have any other -------------------- objection to venue therein); provided, however, that such consent to ----------------- jurisdiction is solely for the purpose referred to in this Section 8.12 and shall not be deemed to be a general submission to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court said courts or in respect the State of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent New York other than for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of process.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors Guarantor that is not organized under the laws of the United States (including the States thereof and the District of Columbia) and therefore (each a "Non-U.S. Guarantor") hereby appoints the Company CT Corporation System as the authorized agent thereof (the “"Authorized Agent”") upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the The Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s 's acceptance of such appointment, shall have occurred. Each of the Foreign Non-U.S. Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against a Foreign any Non-U.S. Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Non-U.S. Guarantor, and each Foreign such Non-U.S. Guarantor expressly accept accepts the jurisdiction of any such court in any such action. The Company hereby accepts shall require the Authorized Agent to agree in writing to accept the foregoing appointments appointment as agent for service of process.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors undersigned Guarantor that is not organized under the laws of the United States (including the States thereof and the District of Columbia) and therefore (each a "Non-U.S. Guarantor") hereby appoints the Company as principal office of CT Corporation System in The City of New York which, on the date hereof, is located at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx the authorized agent thereof (the “"Authorized Agent”") upon whom process may be served in any action, suit or proceeding arising out of or based on the Indenture or this Indenture Guaranty or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the The Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Non-United States Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s 's acceptance of such appointment, shall have occurred. Each of the Foreign Non-U.S. Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against a Foreign any Non-U.S. Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Non-U.S. Guarantor, and each Foreign such Non-U.S. Guarantor expressly accept accepts the jurisdiction of any such court in any such action. The Company hereby accepts Partnership shall require the Authorized Agent to agree in writing to accept the foregoing appointments appointment as agent for service of process.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof Tyco and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in agrees that any actionlegal suit, suit action or proceeding arising out of brought by any party to enforce any rights under or based on with respect to this Indenture Indenture, any Security and any Guarantee or any other document or the Securities which transactions contemplated hereby or thereby may be instituted in the Supreme Court any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of the State of New York or the United States District Court for the Southern District of New YorkAmerica, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and irrevocably waives to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives law any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and suit, action or proceeding, irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, waives to the nonexclusive jurisdiction of fullest extent permitted by law any such claim that and agrees not to claim or plead in any court in respect of that any such action, suit or proceeding, for itself proceeding brought in such court has been brought in an inconvenient forum and with respect irrevocably submits to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the non-exclusive jurisdiction of any such court in any such actionsuit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Each of Tyco and the Company hereby accepts the foregoing appointments irrevocably and unconditionally designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any successor entity) as its authorized agent for to receive and forward on its behalf service of processany and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon CT Corporation shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon Tyco or the Company, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 13.13 shall affect the right of the Holders to serve process in any manner permitted by law or limit the right of the Holders to bring proceedings against Tyco or the Company in the courts of any jurisdiction or jurisdictions. Each of Tyco and the Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation in full force and effect so long as the Securities are outstanding. Each of Tyco and the Company hereby irrevocably and unconditionally authorizes and directs CT Corporation to accept such service on its behalf. If for any reason CT Corporation ceases to be available to act as such, each of Tyco and the Company agrees to designate a new agent in New York City. To the extent that Tyco or the Company has or hereafter may acquire any immunity from jurisdiction of any court (including, without limitation, any court in the United States, the State of New York, Luxembourg, Bermuda or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, any Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of Tyco and the Company hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding All judicial proceedings arising out of or based on relating to this Indenture or the Securities which Agreement may be instituted brought in any state or federal court of competent jurisdiction situated in the Supreme Court Borough of Manhattan in the City of New York, New York, and by execution and delivery of this Agreement, the Trust and the Advisers accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives and defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each of the Trust and the Advisers designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, and such other persons as may hereafter be selected by each of the Trust and the Advisers irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Trust and the Adviser to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Trust, and the Advisers, as applicable, at its address provided in Section 13 hereof; PROVIDED, HOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by each of the Trust and the Advisers refuses to accept service, each of the Trust and the Advisers hereby agrees that service of process sufficient for personal jurisdiction in any action against each of the Trust and the Advisers in the State of New York may be made by registered or certified mail, return receipt requested, to each of the United States District Court for Trust and the Southern District of New YorkAdvisers, as applicaqble, at its address provided in either case in the Borough of ManhattanSection 13 hereof, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors Trust and the Advisers hereby waives any objection which it may now or hereafter have to the laying of venue of any acknowledges that such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment service shall be irrevocable unless effective and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, binding in every respect, effective service of . Nothing herein shall affect the right to serve process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Trust and the Advisers in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction courts of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service of processother jurisdiction.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors The Company is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as principal office of CT Corporation System in The City of New York which, on the date hereof, is located at 111 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx the authorized agent thereof (the “"Authorized Agent”") upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New -42- 48 York, in either case in the The Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s 's acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor The Company agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantorthe Company. Notwithstanding the foregoing, any action against a Foreign Guarantor the Company arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantorthe Company, and each Foreign Guarantor the Company expressly accept accepts the jurisdiction of any such court in any such action. The Company hereby accepts shall require the Authorized Agent to agree in writing to accept the foregoing appointments appointment as agent for service of process.

Consent to Jurisdiction and Service of Process. Each Borrower (i) hereby irrevocably submits itself to the jurisdiction of the Foreign Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court state courts of the State of New York or California and to the jurisdiction of the United States District Court for the Southern Central District of New YorkCalifornia, for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, the Promissory Notes or any of the Loan Documents or the subject matter hereof or thereof brought by Lender or its successors or assigns and (ii) hereby waives, and agrees not to assert, by way of motion, a defense, or otherwise, in either case any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the Borough venue of Manhattanthe suit, The City of New York, by the Trustee action or proceeding is improper or that this Agreement or the Holder of any Securitysubject matter hereof may not be enforced in or by such court (provided, however, that the then applicable jurisdiction minimums are not waived), and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors (iii) hereby waives any objection which it may now offsets or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court counterclaims in respect of any such action, suit or proceeding, for itself and with respect . Borrower hereby consents to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantorby registered mail at the address to which notices are to be given. Notwithstanding Bxxxxxxx agrees that its submission to jurisdiction and its consent to service of process by mail is made for the foregoing, any action express benefit of Lender. Final judgment against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly accept the jurisdiction of any such court Borrower in any such action, suit or proceeding shall be conclusive, and may be enforced in other jurisdictions (i) by suit, action or proceeding on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and of the amount of any indebtedness or liability of Borrower therein described or (ii) in any other manner provided by or pursuant to the laws of such other jurisdiction; provided, however, that Lender may at its option bring suit, or institute other judicial proceedings against Borrower or any of its assets in any state or Federal court of the United States or of any country or place where Borrower or such assets may be found. The Company hereby accepts the foregoing appointments Borrower further covenants and agrees that so long as this Agreement shall be in effect, it shall maintain a duly appointed agent for the receipt and acceptance on its behalf of service of processsummons and other legal processes, and upon failure to do so the clerk of each court to whose jurisdiction it has submitted shall be deemed to be its designated agent upon whom such process may be served on its behalf, and notification by the attorney for plaintiff, complainant or petitioner therein by mail or confirmed transmission by facsimile (with confirmation provided by the sender’s facsimile machine) or by e-mail (unless the sender has received a failure delivery notice and with confirmation of transmission provided by the sender’s e-mail) to Borrower of the filing of such suit, action or proceeding shall be deemed sufficient notice thereof.

Consent to Jurisdiction and Service of Process. Each of the Foreign Guarantors The Company is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the principal office of Corporation Service Company in The City of New York which, on the date hereof, is located at 80 State Street, Albany, New York 12207-2543, as the authorized agent thereof xxxxxxx (the “Authorized Agent”xxx "Xxxxxxxxxx Xxxxx") upon whom process xxxx xxxx xrocess may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor’s 's acceptance of such appointment, shall have occurred. Each of the Foreign Guarantor The Company agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon each Foreign Guarantorthe Company. Notwithstanding the foregoing, any action against a Foreign Guarantor the Company arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantorthe Company, and each Foreign Guarantor the Company expressly accept accepts the jurisdiction of any such court in any such action. The Company hereby accepts shall require the Authorized Agent to agree in writing to accept the foregoing appointments appointment as agent for service of process.