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

Consent to Jurisdiction and Service of Process. The Corporation submits to the non-exclusive jurisdiction of any New York State or federal court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation submits to Guarantor is not organized under the non-exclusive jurisdiction of any New York State or federal court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to laws the fullest extent permitted by law, any objection that it may have to United States (including the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, States thereof and the foregoing provisions District of this sentence shall not constitute or be deemed to constitute a waiver of, (iColumbia) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long and therefore it hereby appoints the Company as any Securities remain outstanding, the Corporation will at all times have an authorized agent in thereof (the Borough of Manhattan, New York City “Authorized Agent”) upon whom process may be served in any legal action action, suit or proceeding arising out of or relating 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 Holder of any Security, and to the Indenture fullest extent permitted by applicable law, the Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any Securitysuch proceeding and expressly and irrevocably accepts and submits, for the benefit of 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. 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 agent and written notice of such service mailed or delivered to the Corporation shallaction shall be deemed, to the extent permitted by law, be deemed in every respect respect, effective service of process upon the Corporation Guarantor. Notwithstanding the foregoing, any action against the Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Holder of such Security in any court in the jurisdiction of organization of the Guarantor, and the Guarantor expressly accepts the jurisdiction of any such court in any such legal action or proceedingaction. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to Company hereby accepts the issuance of Securities of any series, an foregoing appointment as agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionsprocess.

Consent to Jurisdiction and Service of Process. The Corporation submits to Where a Guarantor, if any, is not organized under the non-exclusive jurisdiction of any New York State or federal court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying laws of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in United States (including the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, States thereof and the foregoing provisions District of this sentence shall not constitute Columbia), such Guarantor hereby or be deemed to constitute immediately upon becoming a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long Guarantor appoints the Company as any Securities remain outstanding, the Corporation will at all times have an authorized agent in thereof (the Borough of Manhattan, New York City “Authorized Agent”) upon whom process may be served in any legal action action, suit or proceeding arising out of or relating to the based on this Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding which may be made upon it at instituted in the office Supreme Court of such agent at the address providedState of New York or the United States District Court for the Southern District of New York, or at such other address or to such other agent in either case in the Borough of Manhattan, The City of New York City as York, by the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in Holder of any suitSecurity, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, and to the fullest extent permitted by applicable law, all claim such Guarantor hereby waives any objection which it may now or error by reason hereafter have to the laying of venue of any such serviceproceeding and expressly and irrevocably accepts and submits, but does not waive for the benefit of the Holders from time to time of the Securities, to the nonexclusive jurisdiction of any right such court in respect of any such action, suit or proceeding, for itself and with respect to assert lack its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of subject matter jurisdictiona successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Such 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 service (i) 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 such Guarantor. Notwithstanding the Corporation foregoing, any action against such Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Holder of such Security in any court in the jurisdiction of organization of such Guarantor, and such Guarantor expressly accepts the jurisdiction of any such court in any such suitaction. The Company hereby accepts the foregoing appointment, action or proceeding and (ii) shallas applicable, to the fullest extent permitted by law, be taken and held to be valid personal as agent for service upon and personal delivery to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionsprocess.

Consent to Jurisdiction and Service of Process. The Corporation Each of Parent and the Company agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. Each of Parent and binding upon it the Company hereby irrevocably and unconditionally designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the CT Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon Parent or the Company, as the case may be. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 13.13 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against Parent or the Corporation Company in the courts of any jurisdiction or jurisdictions. Each of Parent 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 Parent 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 Parent and the Company agrees to designate a new agent in New York City. To the extent that Parent 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, Luxembourg, Bermuda or other jurisdiction in which Parent 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 Parent 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. The Corporation submits Issuer waives, to the non-exclusive jurisdiction fullest extent permitted by law, any objection which it may have to the laying of any New York State or federal court sitting the venue in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the venue of any such suit, action or proceeding Note brought in such a any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Corporation Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Issuer and may be enforced in the courts of Canada, or any other courts court to the jurisdiction of which the Corporation Issuer is subject, subject by a suit upon such judgment, provided that service of process is effected upon the Corporation Issuer in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities of the Notes remain outstandingOutstanding, the Corporation Issuer will at all times during which the Issuer does not maintain an office in the Borough of Manhattan, the City of New York have an authorized agent in the Borough of Manhattan, the City of New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any SecurityNote and will upon the appointment of such agent promptly notify the Trustee in writing of the name and address of such agent. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Issuer shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Issuer in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder Noteholder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Issuer in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation Company and any Guarantor, if applicable, agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. Each of the Company and binding upon it any Guarantor, if applicable, hereby irrevocably and unconditionally designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the CT Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company or such Guarantor, as the case may be. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 14.13 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against the Corporation Company or any Guarantor in the courts of any jurisdiction or jurisdictions. Each of the Company and any Guarantor, if applicable, 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 Company and any Guarantor, if applicable, 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 Company and such Guarantor agrees to designate a new agent in New York City. To the extent that the Company 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 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 each of the Company 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. The Corporation To the fullest extent permitted by applicable law, each of the Issuer and the Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any U.S. federal or New York State or federal state court sitting located in New York the Borough of Manhattan in the City over of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suitlegal action, action suit or proceeding based on or arising out of or relating to 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 proceeding may be determined in any Securitysuch court. The Corporation irrevocably waivesEach of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, any objection that it may have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of the venue of any such suitlegal action, action suit or proceeding brought in such a court and any claim that any such suithereby irrevocably designates and appoints the CT Corporation System, action or proceeding brought in such a court has been brought in an inconvenient forum. The Corporation agrees that final judgment in any such suit000 Xxxxxx Xxxxxx, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the courts of Canada“Authorized Agent”), or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an its authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any such legal action action, suit or proceeding arising out of or relating proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Indenture or any Security. Service Guarantors further agree that service of process upon such agent their Authorized Agent and written notice of such service mailed or delivered to the Corporation shallIssuer and the Guarantors, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation case may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suitbe, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mailas set forth above, postage prepaid, return receipt requested, to the Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right 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 limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding and (ii) shallagainst it arising out of or based on this Indenture, to the fullest extent permitted by law, be taken and held Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be valid personal service effective upon the execution of this Indenture and personal delivery the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionssuch matters.

Consent to Jurisdiction and Service of Process. The Corporation Company and any Guarantor, if applicable, agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. Each of the Company and binding upon it any Guarantor, if applicable, hereby irrevocably and unconditionally designates and appoints Corporation Service Company, 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, X.X.X. (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) Service Company shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company or such Guarantor, as the case may be. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 13.13 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against the Corporation Company or any Guarantor in the courts of any jurisdiction or jurisdictions. Each of the Company and any Guarantor, if applicable, 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 Corporation Service Company in full force and effect so long as the Securities are outstanding. Each of the Company and any Guarantor, if applicable, hereby irrevocably and unconditionally authorizes and directs Corporation Service Company to accept such service on its behalf. If for any reason Corporation Service Company ceases to be available to act as such, each of the Company and such Guarantor agrees to designate a new agent in New York City. To the extent that the Company 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 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 each of the Company 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. The Corporation Company and any Guarantor, if applicable, agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. Each of the Company and binding upon it any Guarantor, if applicable, hereby irrevocably and unconditionally designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the CT Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company or such Guarantor, as the case may be. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 13.13 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against the Corporation Company or any Guarantor in the courts of any jurisdiction or jurisdictions. Each of the Company and any Guarantor, if applicable, 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 Company and any Guarantor, if applicable, 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 Company and such Guarantor agrees to designate a new agent in New York City. To the extent that the Company 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 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 each of the Company 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. The Corporation submits to the non-exclusive jurisdiction of any New York State or federal court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to To the fullest extent permitted by applicable law, any objection that it may have to the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts Company irrevocably submits to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation any Federal or State court in the manner specified City, County and State of New York, United States of America, in any suit or proceeding based on or arising under the following paragraph Securities or as otherwise permitted by law; provided, however, that the Corporation does not waivethis Indenture (solely in connection with any such suit or proceeding), and the foregoing provisions irrevocably agrees that all claims in respect of this sentence shall not constitute such suit or proceeding may be deemed to constitute a waiver of, (i) any right to appeal determined in any such judgmentcourt. 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, to seek any stay or otherwise to seek reconsideration or review of any such judgment or 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (ii) any stay of execution or levy pending an appeal from"CT"), or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in of the Borough of Manhattan, New York City Company upon whom process may be served in any legal such suit or proceeding, it being understood that the designation and appointment of CT Corporation System as such authorized agent shall become effective immediately without any further action or proceeding arising out on the part of or relating to the Indenture or any SecurityCompany. Service of process upon such agent and written notice The Company represents that it has notified CT of such service mailed or delivered to designation and appointment and that CT has accepted the Corporation shall, to the extent permitted by law, be deemed same in every respect effective service of process upon the Corporation in any such legal action or proceedingwriting. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior Company hereby irrevocably authorizes and directs CT to the issuance of Securities of any series, an agent for accept such purpose with respect to such series, and covenants and service. The Company further agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a CT and written notice of said service to the U.S. Trustee. The Corporation hereby consents Company mailed by prepaid registered first class mail or delivered to process being served in any suitCT at its principal office, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Company in any such suitsuit or proceeding. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law. The Company further agrees to take any and all action, 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 in full force and effect so long as the Company has any outstanding obligations under the Securities or proceeding this Indenture. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Securities and (ii) shallthis Indenture, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation submits Any Action involving any party to the non-exclusive jurisdiction of any New York State or federal court sitting in New York City over any suit, action or proceeding this Agreement arising out of or in any way relating to this Indenture Agreement, including all disputes (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, shall be brought exclusively in the Court of Chancery of the State of Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter) or, if the Superior Court of the State of Delaware declines to accept jurisdiction over a particular matter, any Security. The Corporation irrevocably waivesfederal court within the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”) and each of the parties hereby submits to the fullest extent permitted by law, exclusive jurisdiction of the Chosen Courts for the purpose of any such Action. Each party irrevocably and unconditionally agrees not to assert (a) any objection that which it may ever have to the laying of the venue of any such suitAction in any Chosen Court, action or proceeding brought in such a court and (b) any claim that any such suit, action or proceeding Action brought in such a court any Chosen Court has been brought in an inconvenient forumforum and (c) any claim that any Chosen Court does not have personal jurisdiction over any party with respect to such Action. The Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in To the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided extent that service of process by mail is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; providedapplicable Law, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating each party irrevocably consents to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of Action in such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs courts by service upon such agent together with the mailing of a copy thereof such process by registered or certified mail, postage prepaid, return receipt requested, to at its address set forth on the Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trusteesignature pages hereto. The Corporation irrevocably waives, to the fullest extent permitted parties agree that any judgment entered by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall Chosen Court may be deemed in every respect effective service of process upon the Corporation enforced in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 shall affect the right court of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionscompetent jurisdiction.

Consent to Jurisdiction and Service of Process. The Corporation To the fullest extent permitted by applicable law, each of the Issuer and the Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any U.S. federal or New York State or federal state court sitting located in New York the Borough of Manhattan in the City over of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suitlegal action, action suit or proceeding based on or arising out of or relating to 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 proceeding may be determined in any Securitysuch court. The Corporation irrevocably waivesEach of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, any objection that it may have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of the venue of any such suitlegal action, action suit or proceeding brought in such a court and any claim that any such suithereby irrevocably designates and appoints the CT Corporation System, action or proceeding brought in such a court has been brought in an inconvenient forum. The Corporation agrees that final judgment in any such suit000 Xxxxxx Xxxxxx, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the courts of Canada“Authorized Agent”), or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an its authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any such legal action action, suit or proceeding arising out of or relating proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Indenture or any Security. Service Guarantors further agree that service of process upon such agent their Authorized Agent and written notice of such service mailed or delivered to the Corporation shallIssuer and the Guarantors, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation case may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suitbe, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mailas set forth above, postage prepaid, return receipt requested, to the Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right 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 limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding and (ii) shallagainst it arising out of or based on this Indenture, to the fullest extent permitted by law, be taken and held Notes or the transactions contemplated hereby. The provisions of this Section 13.7 are intended to be valid personal service effective upon the execution of this Indenture and personal delivery the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionssuch matters.

Consent to Jurisdiction and Service of Process. The Corporation submits to the non-exclusive jurisdiction of any New York State or federal court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to To the fullest extent permitted by applicable law, any objection that it may have to the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts Company irrevocably submits to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation any Federal or State court in the manner specified City, County and State of New York, United States of America, in any suit or proceeding based on or arising under the following paragraph Notes or as otherwise permitted by law; provided, however, that the Corporation does not waivethis Indenture (solely in connection with any such suit or proceeding), and the foregoing provisions irrevocably agrees that all claims in respect of this sentence shall not constitute such suit or proceeding may be deemed to constitute a waiver of, (i) any right to appeal determined in any such judgmentcourt. 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, to seek any stay or otherwise to seek reconsideration or review of any such judgment or 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (ii) any stay of execution or levy pending an appeal from“CT”), or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in of the Borough of Manhattan, New York City Company upon whom process may be served in any legal such suit or proceeding, it being understood that the designation and appointment of CT Corporation System as such authorized agent shall become effective immediately without any further action or proceeding arising out on the part of or relating to the Indenture or any SecurityCompany. Service of process upon such agent and written notice The Company represents that it has notified CT of such service mailed or delivered to designation and appointment and that CT has accepted the Corporation shall, to the extent permitted by law, be deemed same in every respect effective service of process upon the Corporation in any such legal action or proceedingwriting. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior Company hereby irrevocably authorizes and directs CT to the issuance of Securities of any series, an agent for accept such purpose with respect to such series, and covenants and service. The Company further agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a CT and written notice of said service to the U.S. Trustee. The Corporation hereby consents Company mailed by prepaid registered first class mail or delivered to process being served in any suitCT at its principal office, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Company in any such suitsuit or proceeding. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law. The Company further agrees to take any and all action, 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 in full force and effect so long as the Company has any outstanding obligations under the Notes or proceeding this Indenture. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Notes and (ii) shallthis Indenture, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation submits to the non-exclusive jurisdiction of any New York State or federal court sitting in New York City over any Any legal suit, action or proceeding arising out of or relating based upon the Indenture, the Securities and the Security Guarantees or the transactions contemplated by the Indenture (“Related Proceedings”) may be instituted in the 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 located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx (collectively, the “Specified Courts”), and each party irrevocably submits to this Indenture the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any SecuritySpecified Court in a Related Proceeding, as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by 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 Corporation Company and the Guarantors irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection that it may have to the laying of the venue of any such suit, action Specified Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or proceeding claim in any Specified Court that any Related Proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court Specified Court has been brought in an inconvenient forum. The Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive Company and binding upon it and may be enforced each Guarantor not located in the courts of Canada, or any other courts United States irrevocably appoints CT Corporation System as its agent to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that receive service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review other legal summons for purposes of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process Related Proceeding that may be served instituted in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionsSpecified Court.

Consent to Jurisdiction and Service of Process. The Corporation Each of the Guarantor and the Company agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, respect thereof. The (i) Company hereby irrevocably and unconditionally designates and appoints Mallinckrodt Enterprises LLC, 000 XxXxxxxxx Xxxx., Hazelwood, MO 63042, U.S.A. (and any right successor entity) as its authorized agent to appeal receive and forward on its behalf service of any and all process which may be served in any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) Mallinckrodt Enterprises LLC shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company, as the case may be and (ii) CIFSA hereby irrevocably and unconditionally designates and appoints Covidien Holdings Inc., 00 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, X.X.X. (and any successor entity) as its authorized agent to receive and forward on its behalf service of any 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 Covidien Holdings Inc. shall be deemed in every respect effective service of process upon CIFSA in any such suit, action or proceeding and shall be taken and held to be valid personal delivery to service upon CIFSA, as the Corporationcase may be. Said designation and appointment shall be irrevocable. Nothing in this Section 1.13 13.13 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against a Guarantor or the Corporation Company in the courts of any jurisdiction or jurisdictions. Each of CIFSA 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 set forth in the immediately preceding sentence in full force and effect so long as the Securities are outstanding. Each of CIFSA and the Company hereby irrevocably and unconditionally authorizes and directs their respective authorized agents to accept such service on their behalf. If for any reason any authorized agent ceases to be available to act as such, CIFSA and/or the Company, as the case may be, agrees to designate a new agent in New York City. To the extent that a Guarantor 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, Luxembourg, Ireland or other jurisdiction in which a Guarantor 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 the Guarantor 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. The Corporation Each of the Company and the Guarantor agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court sitting in the Borough of Manhattan of the City of Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. The Company hereby irrevocably and binding upon it unconditionally designates and appoints CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the CT Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) System shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 113 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against the Corporation 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. The Corporation Company agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture or the Securities or any coupon may be instituted in any state or federal court in New York City and waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 forumproceeding. The Company hereby irrevocably designates and appoints each of Sea Containers America Inc. (“SCA”) and Corporation agrees that final judgment Service Company (“CSC”) as the Company’s authorized agents to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in any such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided agrees that service of process is effected upon the Corporation in the manner specified in the following paragraph either or as otherwise permitted by law; both SCA or any successor (provided, however, that the Corporation does not waive, and the foregoing provisions of such service upon SCA or any successor shall only be required by this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As Section 1.15 as long as any Securities remain outstanding, SCA or such successor maintains an office at the Corporation will address set forth herein or at all times have an authorized agent another address in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating which the Company has designated by written notice to the Indenture Trustee) at its office at 1155 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and CSC or any Security. Service successor at its office at 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000-0000 (or such other address in the State of process upon such agent New York as the Company may designate by written notice to the Trustee) and written notice of such service mailed to the Company marked or delivered to the Corporation shall, either or both SCA (subject to the extent permitted by lawforegoing proviso) and CSC at their addresses set forth herein, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon and personal delivery to the CorporationCompany. Nothing in this Section 1.13 1.15 shall affect the right of the Trustees Company or any Holder the Trustee to serve process in any manner permitted by law or limit the right of the Trustees any party hereto to bring proceedings against the Corporation 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 SCA and CSC 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. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SENIOR NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction and Service of Process. The Corporation submits to the non-exclusive jurisdiction of any New York State or federal court sitting in New York City over any suit, action or proceeding All judicial proceedings arising out of or 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, 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 Securitydefense 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 The Corporation irrevocably waivesTrust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, to the fullest extent permitted and such other persons as may hereafter be selected by law, any objection that it may have to the laying each of the venue Company and the Operating Partnership 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 Company and the Operating Partnership to be effective and binding service in every respect. A copy 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court process so served shall be conclusive mailed by registered mail to each of the Company and binding upon it and may be enforced the Operating Partnership at its address provided in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by lawSection 13 hereof; provided, however, that that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the Corporation does not waivevalidity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any such legal action against the Company or proceeding the Operating Partnership in the State of New York may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office Company or the Operating Partnership at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other its address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdictionprovided in Section 13 hereof, and agrees each of the Company and the Operating Partnership hereby acknowledges that such service (i) shall be deemed effective and binding in every respect effective service of process upon the Corporation in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporationrespect. Nothing in this Section 1.13 herein shall affect the right of the Trustees or any Holder to serve process in any other manner permitted by law or shall limit the right of the Trustees any Underwriter to bring proceedings against each of the Corporation Company and the Operating Partnership in the courts of any jurisdiction or jurisdictionsother jurisdiction.

Consent to Jurisdiction and Service of Process. Each Subsidiary Guarantor that is not organized under the laws of the United States or any state thereof (each a "Non-U.S. Subsidiary Guarantor") hereby appoints the principal office of CT Corporation System in The Corporation submits to the non-exclusive jurisdiction City of any New York State or federal court sitting in which, on the date hereof, is located at 1633 Broadway, New York, New York City over 10019, as the authorized agent therxxx (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx process may be served in any suitaction, action suit or proceeding arising out of or relating to based on this Indenture or the 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 Borough of Manhattan, The City of New York, by the Holder of any Security. The Corporation irrevocably waivesNote, to the fullest extent permitted by law, and each Non-U.S. Subsidiary Guarantor hereby waives any objection that which it may now have to the laying of the venue of any such suitproceeding and expressly and irrevocably accepts and submits, action or proceeding brought in such a court and any claim that any such suitfor the benefit of the Holders from time to time of the Notes, action or proceeding brought in such a court has been brought in an inconvenient forum. The Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts to the nonexclusive jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay court in respect of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgmentaction, suit or proceeding, for itself and with respect to its properties, revenues and assets. As long as any Securities remain outstanding, Such appointment shall be irrevocable unless and until the Corporation will at all times have an appointment of a successor authorized agent in for such purpose, and such successor's acceptance of such appointment, shall have occurred. Each Non-U.S. Subsidiary Guarantor agrees to take any and all actions, including the Borough filing of Manhattanany and all documents and instruments, New York City upon whom process that may be served necessary to continue such appointment in any legal action or proceeding arising out of or relating to the Indenture or any Securityfull force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such agent and written notice of such service mailed or delivered to the Corporation shallaction shall be deemed, to the extent permitted by law, be deemed in every respect respect, effective service of process upon any such Non-U.S. Subsidiary Guarantor. Notwithstanding the Corporation foregoing, any action against any Non-U.S. Subsidiary Guarantor arising out of or based on any Note may also be instituted by the Holder of such Note in any court in the jurisdiction of organization of such Non-U.S. Subsidiary Guarantor, and such Non-U.S. Subsidiary Guarantor expressly accepts the jurisdiction of any such court in any such legal action or proceedingaction. The Corporation Company shall appoint require the Authorized Agent to agree in one or more indentures supplemental hereto, on or prior writing to accept the issuance of Securities of any series, an foregoing appointment as agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionsprocess.

Consent to Jurisdiction and Service of Process. The Corporation Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation Bank irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 any inconvenient forum. The Corporation Bank agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Bank and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Bank is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Bank in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation Bank does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Securities remain outstanding, the Corporation Bank will at all times have an authorized agent in the Borough of Manhattan, The City of New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Bank shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Bank in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental heretoBank hereby appoints National Corporate Research, on or prior to the issuance of Securities of any series, an Ltd. as its agent for such purpose with respect to such seriespurpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000-0000 (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation Bank may designate in a by written notice to the U.S. Trustee). The Corporation Bank hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Bank in Toronto set forth in the first paragraph of this instrument or to any other address of which the Corporation Bank shall have given written notice to the U.S. Trustee. The Corporation Bank irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, service (but does not waive any right to assert lack of subject matter jurisdiction, ) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Bank in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the CorporationBank. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Bank in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation submits to If at any time either the non-exclusive jurisdiction of any New York State or federal court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture Partnership or any Security. The Guarantor is not organized under the laws the United States (including the States thereof and the District of Columbia), as soon as practicable it shall appoint CT Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts agent acceptable to the jurisdiction of which Trustee (the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i“Authorized Agent”) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action action, suit or proceeding arising out of or relating based on this Indenture, the Debt Securities or any Guarantee that 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 Debt Security, and to the Indenture fullest extent permitted by applicable law, each of the Partnership and such Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any Securitysuch proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee and the Holders from time to time of the Debt 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. Once made, such appointment shall be irrevocable unless and until the Partnership or such Guarantor has appointed a successor Authorized Agent for such purpose, and such successor’s acceptance of such appointment shall have occurred. Each of the Partnership and such Xxxxxxxxx agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary so that once made such appointment shall continue in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such agent and written notice of such service mailed or delivered to the Corporation shallaction shall be deemed, to the extent permitted by law, be deemed in every respect respect, effective service of process upon the Corporation in any Partnership or such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental heretoGuarantor, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation case may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionsbe.

Consent to Jurisdiction and Service of Process. The Corporation Each of the Company and the Guarantor agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a respect thereof. To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court shall be conclusive and binding upon it and (including any court in the United States, the State of New York or other jurisdiction in which the Company, the Guarantor or any successor thereof may be enforced 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 courts of Canada, Securities or any other courts documents or actions to enforce judgments in respect of any thereof, then each of the jurisdiction of which Company and the Corporation is subject, by a suit upon Guarantor hereby irrevocably waives such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waiveimmunity, and any defense based on such immunity, in respect of its obligations under the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, above-referenced documents and the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shalltransactions contemplated thereby, to the extent permitted by law. The Company hereby appoints Capitol Services, be deemed in every respect effective Inc., 0000 X. Xxxxx Xx., Xxxxx X, Xxxxx, Xxxxxxxx 00000, as its agent to receive service of process upon the Corporation in any such or other legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance summons for purposes of Securities of any series, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to that may be instituted in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered any state or certified mail, postage prepaid, return receipt requested, to the Corporation’s principal office at 000 Xxxxx federal court in Xxx Xxxx xx Xxx Xxxx, OakvilleXxxxx xx Xxx Xxxx, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address Xxxxxx Xxxxxx of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionsAmerica.

Consent to Jurisdiction and Service of Process. The Corporation Company and each Guarantor (including Tyco SCA and TIFSA) agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. The Company and binding upon it each Guarantor (including Tyco SCA and TIFSA) hereby irrevocably and unconditionally designates and appoints [ ] (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) [ ] shall be deemed in every respect effective service of process upon the Corporation Company or Guarantor, as applicable, in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company or each Guarantor, as the case may be. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 13.13 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against the Corporation 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 Guarantor that is not organized under the laws of the United States (including the States and the District of Columbia) (each a "Non-U.S. Guarantor") hereby appoints the principal office of CT Corporation System in The Corporation submits to the non-exclusive jurisdiction City of any New York State or federal court sitting in New York City over any suitwhich, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waiveson the date hereof, to is located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the fullest extent permitted by law, any objection that it may have to the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in thereof (the Borough of Manhattan, New York City "Authorized Agent") upon whom process may be served in any legal action action, suit or proceeding arising out of or relating 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 Holder of any Security, and each Non-U.S. Guarantor hereby waives any objection which it may now or hereafter have to the Indenture laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of 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 Non-U.S. Guarantor agrees to take any Securityand 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 agent and written notice of such service mailed or delivered to the Corporation shallaction shall be deemed, to the extent permitted by law, be deemed in every respect respect, effective service of process upon any such Non-U.S. Guarantor. Notwithstanding the Corporation foregoing, any action against any Non-U.S. Guarantor arising out of or based on any Security may also be instituted by the Holder of such Security in any court in the jurisdiction of organization of such Non-U.S. Guarantor, and such Non-U.S. Guarantor expressly accepts the jurisdiction of any such court in any such legal action or proceedingaction. The Corporation Partnership shall appoint require the Authorized Agent to agree in one or more indentures supplemental hereto, on or prior writing to accept the issuance of Securities of any series, an foregoing appointment as agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionsprocess.

Consent to Jurisdiction and Service of Process. The Each of the Corporation and the Guarantor submits to the non-exclusive jurisdiction of any New York State or federal court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture Indenture, any Security or any Securitythe Guarantee. The Each of the Corporation and the Guarantor irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 Each of the Corporation and the Guarantor agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Corporation and/or the Guarantor, as the case may be, and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation or the Guarantor, as the case may be, is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation or the Guarantor, as the case may be, in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that neither the Corporation does not waivenor the Guarantor waives, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, each of the Corporation and the Guarantor will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture Indenture, the Guarantee or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shalland/or the Guarantor, as the case may be, shall to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation and/or the Guarantor, as the case may be, in any such legal action or proceeding. The Each of the Corporation and the Guarantor shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, or the Guarantee in respect thereof, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation or the Guarantor, as the case may be, may designate in a written notice to the U.S. Trustee. The Each of the Corporation and the Guarantor hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s their principal office at 000 Xxx Xxxxxx, 0xx Xxxxx, Xxxxx XxxxTower, OakvilleToronto, Ontario L6J 2X1M5G 2P5, Attention: Chief Financial Officer, or to any other address of which the Corporation or the Guarantor, as the case may be, shall have given written notice to the U.S. Trustee. The Each of the Corporation and the Guarantor irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation and/or the Guarantor, as the case may be, in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the CorporationCorporation and/or the Guarantor, as the case may be. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation and/or the Guarantor in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation Bank irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 any inconvenient forum. The Corporation Bank agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Bank and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Bank is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Bank in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation Bank does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Securities remain outstanding, the Corporation Bank will at all times have an authorized agent in the Borough of Manhattan, The City of New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Bank shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Bank in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental heretoBank hereby appoints National Corporate Research, on or prior to the issuance of Securities of any series, an Ltd. as its agent for such purpose with respect to such seriespurpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided225 West 34th Street, Suite 910, New York, NY 10122-0032 (or at such other address or to such other agent in the Borough of Manhattanoxxxx xxxxxxx xx xxx Xxxxxxx xx Xxxxxxxxx, New York City Xxx Xxxx xx Xxw York, as the Corporation Bank may designate in a by written notice to the U.S. Trustee). The Corporation Bank hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Bank in Toronto set forth in the first paragraph of this instrument or to any other address of which the Corporation Bank shall have given written notice to the U.S. Trustee. The Corporation Bank irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, service (but does not waive any right to assert lack of subject matter jurisdiction, ) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Bank in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the CorporationBank. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Bank in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation Each of the Company and [each][the] Guarantor agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or federal court sitting in the Borough of Manhattan of the City of New York, State of New York, United States of America, irrevocably waives to the fullest extent permitted by law any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought or for recognition and enforcement of any judgment in such a court shall be conclusive respect thereof. The Company hereby irrevocably and binding upon it unconditionally designates and appoints [ ], located at [ ] (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be enforced served in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) [ ] shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon the Company. Said designation and personal delivery to the Corporationappointment shall be irrevocable. Nothing in this Section 1.13 11.13 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against the Corporation 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. The Corporation irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Debt Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Corporation and may be enforced in the courts of Canada, Canada or any province or territory of Canada (or any other courts to of the jurisdiction of to which the Corporation is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph this Section 1.6 or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Debt Securities remain outstandingoutstanding and until the principal of, premium, if any, and interest, if any, on all of the outstanding Debt Securities has been paid in full or such payment duly provided for, the Corporation will at all times have an authorized agent in the Borough of ManhattanUnited States, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the this Indenture or any Debt Security. Service of process upon such agent and written notice of such service mailed mailed, delivered or delivered sent by facsimile to the Corporation shall, in the manner and at the address provided in or pursuant to Section 3.13 shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an hereby appoints Corporation Service Company as its agent for such purpose with respect to such seriespurpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided80 State Street, 6th Floor, Albany, New York 12207 (or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written xxxxxxx xx xxx Xxxxxxxxxxx xxx xxxxxxxxx xx xxxxxxn notice to the U.S. Trustee). The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof or the delivery or sending by registered or certified mail, postage prepaid, return receipt requested, facsimile of a copy thereof to the Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice specified in or pursuant to the U.S. TrusteeSection 3.13 of this Indenture. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, service (but does not waive any right to assert lack of subject matter jurisdiction, ) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Corporation, in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation Company and each of the Guarantors agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be instituted in any state or Federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the venue of any such suit, action or proceeding brought or for recognition and enforcement of any judgment 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 forumrespect thereof. The Corporation agrees Company and the Guarantors agree that a final non-appealable judgment in any such suit, action or proceeding brought in such a court proceedings shall be conclusive and binding upon it and may be enforced in other jurisdictions by suit on the courts of Canada, judgment or in any other courts manner provided by law. The Company and each of the Guarantors hereby irrevocably and unconditionally designates and appoints as its authorized agent to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that receive and forward on its behalf service of any and all process is effected upon the Corporation which may be served in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants court and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon and personal delivery to the CorporationCompany or any Guarantor, as the case may be. Nothing in this Section 1.13 13.13 shall affect the right of the Trustees or any Holder Holders to serve process in any manner permitted by law or limit the right of the Trustees Holders to bring proceedings against the Corporation 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 in full force and effect so long as the Securities are outstanding. If for any reason 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. The Corporation Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably Issuer waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the 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 any inconvenient forum. The Corporation Issuer agrees that any final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Issuer and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Issuer is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Issuer in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation Issuer does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Securities remain outstandingOutstanding, the Corporation Issuer will at all times have an authorized agent in the Borough of Manhattan, The City of New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Issuer shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Issuer in any such legal action or proceeding. The Issuer hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System (formerly The Corporation Trust Company) as its agent for such purpose with respect to such seriespurpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation Issuer may designate in a by written notice to the U.S. Trustee). The Corporation Issuer hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Issuer set forth in Section 11.4 or to any other address of which the Corporation Issuer shall have given written notice to the U.S. Trustee. The Corporation Issuer irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, service (but does not waive any right to assert lack of subject matter jurisdiction, ) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Issuer in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be a valid personal service upon and personal delivery to the CorporationIssuer. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder Securityholder to serve process in any manner permitted by law or limit the right of the Trustees Trustee or any Securityholder to bring proceedings against the Corporation Issuer in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Debt Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the 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 any inconvenient forum. The Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Corporation and may be enforced in the courts of Canada, Canada (or any other courts to of the jurisdiction of to which the Corporation is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph this Section 1.6 or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Debt Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of ManhattanUnited States, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Debt Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental heretohereby appoints Xxxxx & Co., on or prior to the issuance of Securities of any seriesSeattle, an Washington, as its agent for such purpose with respect to such seriespurpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address providedXxxxx & Co., Two Union Square, 000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx, 00000-0000, Attention: Mr. Xxxxxxxxxxx Xxxxx (or at such other address or to such other agent in the Borough of Manhattanaddress, New York City as the Corporation may designate in a by written notice to the U.S. Trustee). The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Corporation set forth in Section 3.13 of this Indenture or to any other address of which the Corporation shall have given written notice to of the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, service (but does not waive any right to assert lack of subject matter jurisdiction, ) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Corporation, in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 1.6 shall affect the right of the Trustees Trustee or any Holder Debt Security holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation submits to If at any time either the non-exclusive jurisdiction of any New York State or federal court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture Partnership or any Security. The Guarantor is not organized under the laws the United States (including the States thereof and the District of Columbia), as soon as practicable it shall appoint CT Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts agent acceptable to the jurisdiction of which Trustee (the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i“Authorized Agent”) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action action, suit or proceeding arising out of or relating based on this Indenture, the Debt Securities or any Guarantee that 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 Debt Security, and to the Indenture fullest extent permitted by applicable law, each of the Partnership and such Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any Securitysuch proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee and the Holders from time to time of the Debt 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. Once made, such appointment shall be irrevocable unless and until the Partnership or such Guarantor has appointed a successor Authorized Agent for such purpose, and such successor’s acceptance of such appointment shall have occurred. Each of the Partnership and such Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary so that once made such appointment shall continue in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such agent and written notice of such service mailed or delivered to the Corporation shallaction shall be deemed, to the extent permitted by law, be deemed in every respect respect, effective service of process upon the Corporation in any Partnership or such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental heretoGuarantor, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation case may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictionsbe.

Consent to Jurisdiction and Service of Process. The Corporation Company irrevocably submits to the non-exclusive nonexclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation Company irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the 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 any inconvenient forum. The Corporation Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Company and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Company is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Securities remain outstanding, the Corporation Company will at all times have an authorized agent in the Borough of Manhattan, The City of New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Company shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Company in any such legal action or proceeding. The Company hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System as its agent for such purpose with respect to such seriespurpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided111 8th Avenue, New York, New York 10011 (or at such other address or to such other agent in the Borough of Manhattanxxx Xxxxxxx xx Xxxxxxxxx, New York City Xxx Xxxx xx Xxw York, as the Corporation Company may designate in a by written notice to the U.S. Trustee). The Corporation Company hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Company set forth in the first paragraph of this instrument or to any other address of which the Corporation Company shall have given written notice to the U.S. Trustee. The Corporation Company irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, service (but does not waive any right to assert lack of subject matter jurisdiction, ) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the CorporationCompany. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Company in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. (a) The Corporation submits Issuer and the Company each irrevocably submit to the non-exclusive jurisdiction of any Federal court (or, if such court refuses to take jurisdiction, any New York State or federal court sitting Court) located in the Borough of Manhattan in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any SecuritySenior Note. The Corporation Issuer and the Company each irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the 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 Corporation Issuer and the Company each agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in the courts of, in the case of Canadathe Issuer, Canada or any other courts to the jurisdiction of which the Corporation Issuer or the Company is subject, by a suit upon such judgment, provided PROVIDED that service of process is effected upon the Corporation Issuer or the Company, as the case may be, in the manner specified in the following paragraph or as otherwise permitted by law; providedPROVIDED, howeverHOWEVER, that the Corporation does Issuer and the Company do not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment in each case before the trial court of a United States Federal or State court having appellate jurisdiction over such trial court or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 shall affect the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring proceedings against the Corporation in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture or the Notes may be instituted in any state or federal court in New York City and waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and irrevocably submits to the non-exclusive jurisdiction of any New York State or federal such court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the 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 forumproceeding. The Corporation agrees that final judgment hereby irrevocably designates and appoints Prentice Hall Corporate Service ("PH") as the Corporation's authorized agents to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding brought in any such a court shall be conclusive and binding upon it and may be enforced in the courts of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided agrees that service of process is effected upon the Corporation in the manner specified in the following paragraph PH (or as otherwise permitted by law; providedany successor) at its office at 00 Xxxxxxxx Xxxxxx, howeverXxx Xxxx, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute Xxx Xxxx 00000 (or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent other address in the Borough of Manhattan, New York City upon whom process City, as the Corporation may be served in any legal action or proceeding arising out of or relating designate by written notice to the Indenture or any Security. Service of process upon such agent Trustee) and written notice of such service mailed to the Corporation marked or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it PH at the office of such agent at the its address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) set forth herein shall be deemed in every respect effective service of process upon the Corporation in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, shall be taken and held to be valid personal service upon and personal delivery to the Corporation. Nothing in this Section 1.13 subsection 14.1 shall affect the right of the Trustees or any Holder party hereto to serve process in any manner permitted by law or limit the right of the Trustees 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 written 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. The Corporation Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation Company irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the 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 any inconvenient forum. The Corporation Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Company and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Company is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Securities remain outstanding, the Corporation Company will at all times have an authorized agent in the Borough of Manhattan, The City of New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Company shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Company in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental heretoCompany hereby appoints Inco United States, on or prior to the issuance of Securities of any series, an Inc. as its agent for such purpose with respect to such seriespurpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address providedXxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Treasurer (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation Company may designate in a by written notice to the U.S. Trustee). The Corporation Company hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Company set forth in the first paragraph of this instrument or to any other address of which the Corporation Company shall have given written notice to the U.S. Trustee. The Corporation Company irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, service (but does not waive any right to assert lack of subject matter jurisdiction, ) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the CorporationCompany. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Company in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation Company irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the 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 any inconvenient forum. The Corporation Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Company and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Company is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Securities remain outstanding, the Corporation Company will at all times have an authorized agent in the Borough of Manhattan, The City of New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Company shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Company in any such legal action or proceeding. The Company hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System as its agent for such purpose with respect to such seriespurpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided111 Eighth Avenue, New York, New York 10011 (or at such other address or to such other agent in the Borough axxxxxx xx xxx Xxxxxxx xx Xxxxxxxxx, Xxx Xxxx of ManhattanNew York, New York City as the Corporation Company may designate in a by written notice to the U.S. Trustee). The Corporation Company hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Company set forth in the first paragraph of this instrument or to any other address of which the Corporation Company shall have given written notice to the U.S. Trustee. The Corporation Company irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, service (but does not waive any right to assert lack of subject matter jurisdiction, ) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the CorporationCompany. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Company in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation Company irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the 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 any inconvenient forum. The Corporation Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Company and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Company is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Securities remain outstanding, the Corporation Company will at all times have an authorized agent in the Borough of Manhattan, The City of New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Company shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Company in any such legal action or proceeding. The Company hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System as its agent for such purpose with respect to such seriespurpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided111 Eighth Avenue, New York, New York 10011 (or at such other address or to such other agent in the Borough addrxxx xx xxx Xxxxxxx xx Xxxxxxxxx, Xxx Xxxx of ManhattanNew York, New York City as the Corporation Company may designate in a by written notice to the U.S. Trustee). The Corporation Company hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Company set forth in the first paragraph of this instrument or to any other address of which the Corporation Company shall have given written notice to the U.S. Trustee. The Corporation Company irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, service (but does not waive any right to assert lack of subject matter jurisdiction, ) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the CorporationCompany. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Company in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. The Corporation Sub-Adviser irrevocably submits to the non-exclusive jurisdiction of any New York State or federal United States Federal court sitting in the Borough of Manhattan, The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any SecurityAgreement. The Corporation Sub-Adviser irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the 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 Corporation Sub-Adviser agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Sub-Adviser, and may be enforced to the extent permitted by applicable law in the courts any court of Canada, or any other courts to the jurisdiction of which the Corporation Sub-Adviser is subject, subject by a suit upon such judgment, provided that service of process is effected upon the Corporation Sub-Adviser in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstandingthis Agreement remains in effect, the Corporation Sub-Adviser will at all times have an authorized agent in the Borough of Manhattan, The City of New York City upon whom process may be served in any legal action or proceeding in a 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 the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceedingthis Agreement. The Sub-Adviser hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System as its agent for such purpose with respect to such seriespurpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation said agent may designate in a by written notice to the U.S. TrusteeCompany, BEA and SBAM). The Corporation Sub-Adviser hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Sub-Adviser set forth in the heading to this Agreement or to any other address of which the Corporation Sub-Adviser shall have given written notice to the U.S. TrusteeCompany, BEA and SBAM. The Corporation Sub-Adviser irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, service (but does not waive any right to assert lack of subject matter jurisdiction, ) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Sub-Adviser in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the CorporationSub-Adviser. Nothing in this Section 1.13 shall affect the right of the Trustees Company, BEA or any Holder SBAM to serve process in any manner permitted by law or limit the right of the Trustees Company, BEA or SBAM to bring proceedings against the Corporation Sub-Adviser in the courts of any jurisdiction or jurisdictions.. If the foregoing accurately sets forth our agreement, kindly indicate your acceptance hereof by signing and returning the enclosed copy hereof. Very truly yours, THE LATIN AMERICA INVESTMENT FUND, INC. By: /s/ ------------------------------ Name: Title: BEA ASSOCIATES By: /s/ ----------------------------- Name: Title: SALOMON BROTHERS ASSET MANAGEMENT INC By: ----------------------------- Name: Title: Accepted: CELSIUS AGENT DE VALORES LIMITADA By: /s/ --------------------------------------------- Name: Title:

Consent to Jurisdiction and Service of Process. The Corporation Sub-Adviser irrevocably submits to the non-exclusive jurisdiction of any New York State or federal United States Federal court sitting in the Borough of Manhattan, The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any SecurityAgreement. The Corporation Sub-Adviser irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the 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 Corporation Sub-Adviser agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Sub-Adviser, and may be enforced to the extent permitted by applicable law in the courts any court of Canada, or any other courts to the jurisdiction of which the Corporation Sub-Adviser is subject, subject by a suit upon such judgment, provided that service of process is effected upon the Corporation Sub-Adviser in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstandingthis Agreement remains in effect, the Corporation Sub-Adviser will at all times have an authorized agent in the Borough of Manhattan, The City of New York City upon whom process may be served in any legal action or proceeding in a 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 the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceedingthis Agreement. The Sub-Adviser hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System as its agent for such purpose with respect to such seriespurpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided1000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation said agent may designate in a by written notice to the U.S. TrusteeCompany and CSAM. The Corporation Sub-Adviser hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Sub-Adviser set forth in the heading to this Agreement or to any other address of which the Corporation Sub-Adviser shall have given written notice to the U.S. TrusteeCompany and CSAM. The Corporation Sub-Adviser irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, service (but does not waive any right to assert lack of subject matter jurisdiction, ) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Sub-Adviser in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the CorporationSub-Adviser. Nothing in this Section 1.13 shall affect the right of the Trustees Company or any Holder CSAM to serve process in any manner permitted by law or limit the right of the Trustees Company or CSAM to bring proceedings against the Corporation Sub-Adviser in the courts of any jurisdiction or jurisdictions.. If the foregoing accurately sets forth our agreement, kindly indicate your acceptance hereof by signing and returning the enclosed copy hereof. Very truly yours, THE LATIN AMERICA EQUITY FUND, INC. By: Name: Title: CREDIT SUISSE ASSET MANAGEMENT, LLC By: Name: Title: Accepted: CELFIN SERVICIOS FINANCIEROS S.A. By: Name: Title: 780451.3

Consent to Jurisdiction and Service of Process. The Corporation Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation Company irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the 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 any inconvenient forum. The Corporation Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Company and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Company is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Securities remain outstanding, the Corporation will Company shall at all times have an authorized agent in the Borough of Manhattan, The City of New York City York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Company shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Company in any such legal action or proceeding. The Company hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System as its agent for such purpose with respect to such seriespurpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided000- 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Treasurer (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation Company may designate in a by written notice to the U.S. Trustee). The Corporation Company hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Company set forth in the first paragraph of this instrument or to any other address of which the Corporation Company shall have given written notice to the U.S. Trustee. The Corporation Company irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, service (but does not waive any right to assert lack of subject matter jurisdiction, ) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the CorporationCompany. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Company in the courts of any jurisdiction or jurisdictions.. THE COMPANY AND EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY

Consent to Jurisdiction and Service of Process. The Corporation Company hereby (a) irrevocably submits to the non-exclusive jurisdiction of any the Federal and state courts in the Borough of Manhattan in The City of New York State in any suit or federal court sitting proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and (b) irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding, and irrevocably submits to the nonexclusive jurisdiction of such courts in New York City over any such suit, action or proceeding. The Company has irrevocably appointed Xxxxxx & Xxxxxxx LLP as its Authorized Agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or relating based on this Agreement or the transactions contemplated hereby that may be instituted in any state or federal court in the State of New York by the Initial Purchasers or Holder or by any person who controls either of the Initial Purchasers or Holder, and the Company expressly consents to this Indenture the personal jurisdiction of any such court in respect of any such suit, action or any Security. The Corporation irrevocably waivesproceeding, and to the fullest extent permitted by lawapplicable law waive any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Company agrees to take any objection and all action, including the filing of any and all documents and instruments, that it may have be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the laying Company shall be deemed, in every respect, effective service of process upon the venue Company for purposes 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 Corporation agrees that final judgment instituted in any such suit, action state or proceeding brought in such a federal court shall be conclusive and binding upon it and may be enforced in the courts State of Canada, or any other courts to the jurisdiction of which the Corporation is subject, by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any Securities remain outstanding, the Corporation will at all times have an authorized agent in the Borough of Manhattan, New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, to the extent permitted by law, be deemed in every respect effective service of process upon the Corporation in any such legal action or proceeding. The Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an agent for such purpose with respect to such series, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided, or at such other address or to such other agent in the Borough of Manhattan, New York City as the Corporation may designate in a written notice to the U.S. Trustee. The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, or to any other address of which the Corporation shall have given written notice to the U.S. Trustee. The Corporation irrevocably waives, to the fullest extent permitted by law, all claim or error by reason of any such service, but does not waive any right to assert lack of subject matter jurisdiction, and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the CorporationYork. Nothing in this Section 1.13 herein shall affect the right of the Trustees or any Holder to serve process in any other manner permitted by law or limit the right of the Trustees to bring commence legal proceedings or otherwise proceed against the Corporation Company in the courts of any jurisdiction or jurisdictionsother jurisdiction.

Consent to Jurisdiction and Service of Process. The Corporation Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation Company irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the 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 any inconvenient forum. The Corporation Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Company and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Company is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Corporation Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Securities remain outstanding, the Corporation will Company shall at all times have an authorized agent in the Borough of Manhattan, The City of New York City York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Company shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Company in any such legal action or proceeding. The Company hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System as its agent for such purpose with respect to such seriespurpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided000- 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation Company may designate in a by written notice to the U.S. Trustee). The Corporation Company hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Company set forth in the first paragraph of this instrument or to any other address of which the Corporation Company shall have given written notice to the U.S. Trustee. The Corporation Company irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, service (but does not waive any right to assert lack of subject matter jurisdiction, ) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the CorporationCompany. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Company in the courts of any jurisdiction or jurisdictions. THE COMPANY AND EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY.

Consent to Jurisdiction and Service of Process. The Corporation Company irrevocably submits to the non-exclusive nonexclusive jurisdiction of any New York State or federal Federal court sitting in The City of New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Corporation Company irrevocably waives, to the fullest extent permitted by law, any objection that which it may have to the laying of the 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 any inconvenient forum. The Corporation Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it the Company and may be enforced in the courts of Canada, Canada (or any other courts to the jurisdiction of which the Corporation Company is subject, ) by a suit upon such judgment, provided that service of process is effected upon the Corporation Company in the manner specified in the following paragraph or as otherwise permitted by law; providedPROVIDED, howeverHOWEVER, that the Corporation Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Securities remain outstanding, the Corporation Company will at all times have an authorized agent in the Borough of Manhattan, The City of New York City upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Corporation shall, Company shall to the extent permitted by law, law be deemed in every respect effective service of process upon the Corporation Company in any such legal action or proceeding. The Company hereby appoints CT Corporation shall appoint in one or more indentures supplemental hereto, on or prior to the issuance of Securities of any series, an System as its agent for such purpose with respect to such seriespurpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at the address provided000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address or to such other agent in the Borough of Manhattan, The City of New York City York, as the Corporation Company may designate in a by written notice to the U.S. Trustee). The Corporation Company hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs 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 Corporation’s principal office at 000 Xxxxx Xxxx, Oakville, Ontario L6J 2X1, Attention: Chief Financial Officer, address of the Company set forth in the first paragraph of this instrument or to any other address of which the Corporation Company shall have given written notice to the U.S. Trustee. The Corporation Company irrevocably waives, to the fullest extent permitted by law, all claim or of error by reason of any such service, service (but does not waive any right to assert lack of subject matter jurisdiction, ) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Corporation Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the CorporationCompany. Nothing in this Section 1.13 shall affect the right of the Trustees Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustees Trustee to bring proceedings against the Corporation Company in the courts of any jurisdiction or jurisdictions.