Common use of Consent to Jurisdiction and Service Clause in Contracts

Consent to Jurisdiction and Service. To the fullest extent permitted by applicable law, the Company and each of the Guarantors hereby irrevocably submit to the jurisdiction of any Federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Agreement or any Notes or Exchange Notes, and irrevocably agree that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each of the Guarantors irrevocably waive, to the fullest extent permitted by law, any objection which they 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 suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company and each of the Guarantors agree that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and each such Guarantor and may be enforced in the courts of Bermuda (or any other courts to the jurisdiction of which the Company or such Guarantor is subject) by a suit upon such judgment, provided that -------- service of process is effected upon the Company or such Guarantor in the manner specified herein or as otherwise permitted by law. The Company and each of the Guarantors hereby irrevocably designate and appoint CT Corporation System, 0000 Xxxxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx (the "Process Agent"), as the authorized agent of the Company and each such Guarantor upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or any Guarantor. The Company and each of the Guarantors hereby represent to each Initial Purchaser that they have notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company and each of the Guarantors hereby irrevocably authorize and direct the Process Agent to accept such service. The Company and each of the Guarantors further agree that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company and each Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other matter permitted by law. The Company and each of the Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as the Company or any Guarantor has any outstanding obligations under this Agreement, the Notes, the Exchange Notes or the Indenture. To the extent that the Company or any Guarantor 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 and each such Guarantor hereby irrevocably waive such immunity in respect of their respective obligations under this Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service. To the fullest extent permitted by applicable law, the Company and each of the Guarantors hereby irrevocably submit submits to the jurisdiction of any Federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Agreement Indenture or any Notes or Exchange Notes, Securities and irrevocably agree agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each of the Guarantors irrevocably waivewaives, to the fullest extent permitted by law, any objection which they 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 suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company and each of the Guarantors agree agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and each such Guarantor Company, and may be enforced in the courts of Bermuda (or any other courts to the jurisdiction of which the Company or such Guarantor is subject) subject by a suit upon such judgment, provided provided, that -------- service of process is effected upon the Company or such Guarantor in the manner specified herein or as otherwise permitted by law. The Company and each of the Guarantors hereby irrevocably designate and appoint CT Corporation System, 0000 Xxxxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx (the "Process Agent"), as the authorized agent of the Company and each such Guarantor upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or any Guarantor. The Company and each of the Guarantors hereby represent to each Initial Purchaser that they have notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company and each of the Guarantors hereby irrevocably authorize and direct the Process Agent to accept such service. The Company and each of the Guarantors further agree that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company and each Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other matter permitted by law. The Company and each of the Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as the Company or any Guarantor has any outstanding obligations under this Agreement, the Notes, the Exchange Notes or the Indenture. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notenotice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company and each such Guarantor hereby irrevocably waive waives such immunity in respect of their respective its obligations under this Agreement, Indenture to the extent permitted by law. [Signature pages follow.] 106 SIGNATURES Dated as of February 1, 2021 HC2 Holdings, Inc. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Financial Officer HC2 Holdings 2, Inc. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Financial Officer DBM Global Intermediate Holdco Inc. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Financial Officer U.S. Bank National Association, as Trustee By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Vice President U.S. Bank National Association, as Collateral Trustee By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Vice President EXHIBIT A [Face of Note] CUSIP/CINS [●] 8.500% Senior Secured Notes due 2026 No. ___ $____________ HC2 Holdings, Inc. promises to pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS (or such amount as indicated on the Schedule of Exchanges of Interests attached hereto) on February 1, 2026. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 Dated: February 1, 2021 HC2 Holdings, Inc. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note] 8.500% Senior Secured Notes due 2026 [Insert the Global Note Legend] [Insert the Private Placement Legend] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Consent to Jurisdiction and Service. To the fullest extent permitted by applicable law, the Company and each of the Guarantors hereby irrevocably submit to the jurisdiction of any Federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Agreement or any Notes or Exchange Notes, and irrevocably agree that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each of the Guarantors irrevocably waive, to the fullest extent permitted by law, any objection which they 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 suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company and each of the Guarantors agree that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and each such Guarantor and may be enforced in the courts of Bermuda (or any other courts to the jurisdiction of which the Company or such Guarantor is subject) by a suit upon such judgment, provided that -------- service of process is effected upon the Company or such Guarantor in the manner specified herein or as otherwise permitted by law. The Company and each of the Guarantors hereby irrevocably designate designates and appoint appoints CT Corporation System, 0000 Xxxxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx (the "Process ------- Agent"), as the authorized agent of the Company and each such Guarantor upon whom process may be served ----- in any such suit or proceeding, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or any GuarantorCompany. The Company and each of the Guarantors hereby represent represents to each Initial Purchaser that they have it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company and each of the Guarantors hereby irrevocably authorize authorizes and direct directs the Process Agent to accept such service. The Company and each of the Guarantors further agree agrees that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company and each Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other matter permitted by law. The Company and each of the Guarantors further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as the Company or any Guarantor has any outstanding obligations under this Agreement, the NotesRegistrable Securities, the Exchange Notes Bye-laws or the IndentureCertificate of Designation. To the extent that the Company or any Guarantor 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 and each such Guarantor hereby irrevocably waive waives such immunity in respect of their respective its obligations under this Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service. To the fullest extent permitted by applicable law, the Company and each of the Guarantors hereby irrevocably submit to the jurisdiction of any Federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Agreement or any Notes or Exchange Notes, and irrevocably agree that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each of the Guarantors irrevocably waive, to the fullest extent permitted by law, any objection which they 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 suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company and each of the Guarantors agree that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and each such Guarantor and may be enforced in the courts of Bermuda (or any other courts to the jurisdiction of which the Company or such Guarantor is subject) by a suit upon such judgment, provided that -------- service of process is effected upon the Company or such Guarantor in the manner specified herein or as otherwise permitted by law. The Company and each of the Guarantors hereby irrevocably designate and appoint CT Corporation System, 0000 Xxxxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx (the "Process Agent"), as the authorized agent of the Company and each such Guarantor upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or any Guarantor. The Company and each of the Guarantors hereby represent to each Initial Purchaser that they have notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company and each of the Guarantors hereby irrevocably authorize and direct the Process Agent to accept such service. The Company and each of the Guarantors further agree that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company and each Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other matter permitted by law. The Company and each of the Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as the Company or any Guarantor has any outstanding obligations under this Agreement, the Notes, the Exchange Notes or the Indenture. To the extent that the Company or any Guarantor 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 and each such Guarantor hereby irrevocably waive such immunity in respect of their respective obligations under this Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service. To the fullest extent permitted by applicable law, the Company and each of the Guarantors hereby irrevocably submit to the jurisdiction of any Federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Agreement or any Notes Securities or Exchange NotesSecurities, and irrevocably agree that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each of the Guarantors irrevocably waive, to the fullest extent permitted by law, any objection which they 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 suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company and each of the Guarantors agree that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and each such Guarantor and may be enforced in the courts of Bermuda (or any other courts to the jurisdiction of which the Company or such Guarantor is subject) by a suit upon such judgment, provided that -------- service of process is effected upon the Company or such Guarantor in the manner specified herein or as otherwise permitted by law. The Company and each of the Guarantors hereby irrevocably designate and appoint CT Corporation System, 0000 1633 Xxxxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx (the xxe "Process Agent"), as the authorized agent of the Company and each such Guarantor upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or any Guarantor. The Company and each of the Guarantors hereby represent to each Initial Purchaser that they have notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company and each of the Guarantors hereby irrevocably authorize and direct the Process Agent to accept such service. The Company and each of the Guarantors further agree that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company and each Guarantor in 99 99 any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other matter permitted by law. The Company and each of the Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as the Company or any Guarantor has any outstanding obligations under this Agreement, the NotesSecurities, the Exchange Notes Securities or the this Indenture. To the extent that the Company or any Guarantor 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 and each such Guarantor hereby irrevocably waive such immunity in respect of their respective obligations under this Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service. To the fullest extent permitted by applicable law, the Company and each Each of the Guarantors hereby parties hereto irrevocably submit to the jurisdiction of (i) agrees that any Federal or State court located in the Borough of Manhattan in The City of New York, New York in any legal suit, action or proceeding based on against the Issuers or any Guarantor arising out of or relating to based upon this Agreement or any Notes or Exchange Indenture, the Notes, and irrevocably agree that all claims in respect of such suit the Notes Guarantees or proceeding the transactions contemplated hereby may be determined instituted in any such court. U.S. Federal or state court in the Borough of Manhattan, The Company City of New York court and each of the Guarantors irrevocably waive(ii) waives, to the fullest extent permitted by lawthey may effectively do so, any objection which they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court proceeding. The UK Co-Issuer and any claim that any suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company and each Guarantor not organized under the laws of the Guarantors agree that final judgment in United States or the states thereof hereby appoints (and any such suit, action or proceeding brought in such a court shall be conclusive and binding upon Subsidiary not organized under the Company and each such Guarantor and may be enforced in the courts of Bermuda (or any other courts to the jurisdiction of which the Company or such Guarantor is subject) by a suit upon such judgment, provided that -------- service of process is effected upon the Company or such Guarantor in the manner specified herein or as otherwise permitted by law. The Company and each laws of the Guarantors United States or the states thereof hereby irrevocably designate and appoint CT Corporation Systembecoming a Guarantor by execution of a supplement indenture will appoint) the U.S. Co-Issuer, 0000 Xxxxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx as their authorized agent (the "Process “Authorized Agent"), as the authorized agent of the Company and each such Guarantor ”) upon whom process may be served in any such suit action arising out of or proceedingbased on this Indenture, it being understood that the designation Notes, the Notes Guarantees or the transactions contemplated hereby which may be instituted in any New York court, expressly consent to the jurisdiction of any such court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or any Guarantorbe irrevocable. The Company Issuers and each of the Guarantors hereby represent to each Initial Purchaser that they have notified the Process Agent of such designation and appointment and warrant that the Process Authorized Agent has accepted the same in writing. The Company and each of the Guarantors hereby irrevocably authorize and direct the Process Agent agreed to accept act as such service. The Company and each of the Guarantors further agree that agent for service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company and each Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other matter permitted by law. The Company and each of the Guarantors further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments as that may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as aforesaid. Service of process upon the Company or any Guarantor has any outstanding obligations under this AgreementAuthorized Agent and written notice of such service to the Issuers and each Guarantor, the Notesshall be deemed, the Exchange Notes or the Indenture. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through in every respect, effective service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, process upon the Company Issuers and each such Guarantor hereby irrevocably waive such immunity in respect Guarantor. For the avoidance of their respective obligations doubt, changes to this provision shall be permitted as set forth under this Agreement, to the extent permitted by law‎Section 9.02.

Consent to Jurisdiction and Service. To the fullest extent ----------------------------------- permitted by applicable law, the Company and each of the Guarantors hereby irrevocably submit submits to the jurisdiction of any Federal or State state court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Agreement or any Notes or Exchange Notes, Securities and irrevocably agree agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each of the Guarantors irrevocably waivewaives, to the fullest extent permitted by law, any objection which they 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 suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company and each of the Guarantors agree agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and each such Guarantor and may be enforced in the courts of Bermuda (or any other courts to the jurisdiction of which the Company or such Guarantor is subject) by a suit upon such judgment, provided that -------- service of process is effected upon the Company or such Guarantor in the manner specified herein or as otherwise permitted by law. The Company and each of the Guarantors hereby irrevocably designate designates and appoint appoints CT Corporation System, 0000 Xxxxxxxx - 00xx Xxxxx[ ], Xxx XxxxNew York, Xxx Xxxx New York (the "Process Agent"), AProcess Agent@) as the authorized agent of the Company and each such Guarantor upon whom process may be served in any such suit or proceedingCompany, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or any GuarantorCompany. The Company and each of the Guarantors hereby represent to each Initial Purchaser that they have notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company and each of the Guarantors hereby irrevocably authorize and direct the Process Agent to accept such service. The Company and each of the Guarantors further agree agrees that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company and each Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other matter permitted by law. The Company and each of the Guarantors further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary necessary, to continue such designation and appointment of the Process Agent in full force and effect so long as the Company or any Guarantor has any outstanding obligations under this Agreement, the Notes, the Exchange Notes or the Indenture. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notenotice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company and each such Guarantor hereby irrevocably waive waives such immunity in respect of their respective its obligations under this Agreement, to the extent permitted by law.. * * * * *

Consent to Jurisdiction and Service. To the fullest extent permitted by applicable law, the Company and each of the Guarantors hereby irrevocably submit submits to the jurisdiction of any Federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Agreement or any Notes or Exchange Notes, and irrevocably agree agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each of the Guarantors irrevocably waive, waives to the fullest extent permitted by law, any objection which they 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 suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company and each of the Guarantors agree agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and each such Guarantor and may be enforced in the courts of Bermuda (or any other courts to the jurisdiction of which the Company or such Guarantor is subject) by a suit upon such judgment, provided that -------- service of process is effected upon the Company or such Guarantor in the manner specified herein or as otherwise permitted by law. The Company and each of the Guarantors hereby irrevocably designate and appoint CT Corporation System, 0000 1633 Xxxxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx (the xxe "Process Agent"), as the 22 authorized agent of the Company and each such Guarantor upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or any GuarantorCompany. The Company and each of the Guarantors hereby represent represents to each Initial Purchaser that they have notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company and each of the Guarantors hereby irrevocably authorize authorizes and direct directs the Process Agent to accept such service. The Company and each of the Guarantors further agree agrees that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company and each Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other matter permitted by law. The Company and each of the Guarantors further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as the Company or any Guarantor has any outstanding obligations under this Agreement, the Notes, the Exchange Notes or the Indenture. To the extent that the Company or any Guarantor 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 and each such Guarantor hereby irrevocably waive waives such immunity in respect of their respective its obligations under this Agreement, to the extent permitted by law.

Consent to Jurisdiction and Service. To the fullest extent permitted by applicable law, the Company and each of the Guarantors hereby irrevocably submit submits to the jurisdiction of any Federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Agreement or any Notes or Exchange Notes, and irrevocably agree that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each of the Guarantors irrevocably waivewaives, to the fullest extent permitted by law, any objection which they 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 suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company and each of the Guarantors agree agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and each such Guarantor and may be enforced in the courts of Bermuda (or any other courts to the jurisdiction of which the Company or such Guarantor is subject) by a suit upon such judgment, provided that -------- service of process is effected upon the Company or such Guarantor in the manner specified herein or as otherwise permitted by law. The Company and each of the Guarantors hereby irrevocably designate designates and appoint appoints CT Corporation System, 0000 Xxxxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx (the "Process Agent"), as the authorized agent of the Company and each such Guarantor upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or any GuarantorCompany. The Company and each of the Guarantors hereby represent represents to each Initial Purchaser that they have it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company and each of the Guarantors hereby irrevocably authorize authorizes and direct directs the Process Agent to accept such service. The Company and each of the Guarantors further agree that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company and each Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other matter permitted by law. The Company and each of the Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as the Company or any Guarantor has any outstanding obligations under this Agreement, the Notes, the Exchange Notes or the Indenture. To the extent that the Company or any Guarantor 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 and each such Guarantor hereby irrevocably waive such immunity in respect of their respective obligations under this Agreement, to the extent permitted by law.such

Consent to Jurisdiction and Service. To the fullest extent ------------------------------------ permitted by applicable law, the Company and each of the Guarantors hereby irrevocably submit submits to the jurisdiction of any Federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Agreement or any Notes Securities or Exchange Notes, and irrevocably agree agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each of the Guarantors irrevocably waivewaives, to the fullest extent permitted by law, any objection which they 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 suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company and each of the Guarantors agree agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and each such Guarantor and may be enforced in the courts of Bermuda (or any other courts to the jurisdiction of which the Company or such Guarantor is subject) by a suit upon such judgment, provided that -------- service of process is effected upon the Company or such Guarantor in -------- the manner specified herein or as otherwise permitted by law. The Company and each of the Guarantors hereby irrevocably designate designates and appoint appoints CT Corporation System, 0000 Xxxxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx (the "Process Agent"), as the authorized agent of the ------------- Company and each such Guarantor upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or any GuarantorCompany. The Company and each of the Guarantors hereby represent represents to each Initial Purchaser that they have it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company and each of the Guarantors hereby irrevocably authorize authorizes and direct directs the Process Agent to accept such service. The Company and each of the Guarantors further agree agrees that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company and each Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other matter permitted by law. The Company and each of the Guarantors further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as the Company or any Guarantor has any outstanding obligations under this Agreement, the Securities, the Notes, the Exchange Notes Memorandum of Increase, Bye-laws or the Indenture. To the extent that the Company or any Guarantor 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 and each such Guarantor hereby irrevocably waive waives such immunity in respect of their respective its obligations under this Agreement, to the extent permitted by law.